Table of Contents

 

 

 

**UNITED STATES SECURITIES ANDEXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K**

 
| **x**                                                 | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**      |
|-------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
|                                                  |       |                                                                                                     |
| **For the fiscal year  ended March 31, 2010 or** |
|                                                  |       |                                                                                                     |
| **o**                                                 | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from              to              **

 

**Commission file number 0-19443**

 

**BOSTONCAPITAL TAX CREDIT FUND II L.P.**(Exact name of registrant as specified in its charter)

 

| **Delaware**                      | ** ** | **04-3066791**      |
|-----------------------------------|------------|---------------------|
| (State or other jurisdiction      |       | (I.R.S. Employer    |
| of incorporation or organization) |       | Identification No.) |

 

**One Boston Place,Suite 2100, Boston, Massachusetts  02108**

(Address of principalexecutive offices)  (Zip Code)

 

Registrant’s telephone number, including area code **(617)624-8900**

 

Securities registered pursuant to Section 12(b) ofthe Act:

Title of each class - Name of each exchange on whichregistered

**None**

 

Securities registered pursuant to Section 12(g) ofthe Act:

Title of class

**None**

 

Indicate by check mark if the Registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No  x

 

Indicate by check mark if the Registrant is not requiredto file reports pursuant to Section 13 or Section 15(d) of theAct.  Yes  o  No  x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes  x  No  o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). Yes o  No  o

 

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company.  See definition of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2of the Exchange Act (check one):

 

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  x

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Thefollowing documents of the Partnership are incorporated by reference:

 

| **Form 10-K** | ** ** | ** **   |
|--------------------|------------|--------------|
| **Parts**          | ** ** | **Document** |
|               |       |         |
| Parts  I, III |       | Prospectus   |
| Parts  II, IV |       |         |

 

 

 

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BOSTON CAPITAL TAX CREDIT FUND II LIMITED PARTNERSHIP

Form 10-K ANNUAL REPORT FOR THE YEAR ENDED MARCH 31, 2010

 

TABLE OF CONTENTS

 
| PART I   |
|---------------|
|          |   |
| Item 1.       | Business |
| Item 1A.      | Risk Factors |
| Item 1B.      | Unresolved Staff Comments |
| Item 2.       | Properties |
| Item 3.       | Legal Proceedings |
| Item 4.       | (Removed and Reserved) |
|          |   |
| PART II  |
|          |   |
| Item 5.       | Market  for the Fund’s Limited Partnership Interests and Related Partnership Matters  and Issuer Purchases of Partnership Interests |
| Item 6.       | Selected Financial Data |
| Item 7.       | Management’s Discussion and Analysis  of Financial Condition and Results of Operations |
| Item 7a.      | Quantitative and Qualitative  Disclosure About Market Risk |
| Item 8.       | Financial Statements and Supplementary  Data |
| Item 9.       | Changes in and Disagreements with  Accountants on Accounting and Financial Disclosure |
| Item 9a.      | Controls and Procedures |
|          |   |
| PART III |
|          |   |
| Item 10.      | Directors, Executive Officers and  Corporate Governance |
| Item 11.      | Executive Compensation |
| Item 12.      | Security Ownership of Certain  Beneficial Owners and Management and Related Stockholder Matters |
| Item 13.      | Certain  Relationships and Related Transactions, and Director Independence |
| Item 14.      | Principal Accountant Fees and  Services |
|          |   |
| PART IV  |
|          |   |
| Item 15.      | Exhibits and Financial Statement  Schedules |
|          |   |
|          | Signatures |

 

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PART I

 

Item 1.           Business

 

Organization

 

BostonCapital Tax Credit Fund II Limited Partnership (the “Partnership”) is a limitedpartnership formed under the Delaware Revised Uniform Limited Partnership Actas of June 28, 1989. Effective as of June 1, 2001 there was arestructuring, and as a result, the Partnership’s general partner wasreorganized as follows.  The generalpartner of the Partnership continues to be Boston Capital Associates II LimitedPartnership, a Delaware limited partnership. The general partner of the general partner is BCA Associates LimitedPartnership, a Massachusetts limited partnership, whose sole general partner isC&M Management, Inc., a Massachusetts corporation.  John P. Manning is the principal of BostonCapital Partners, Inc. and C&M Management Inc. The limited partner ofthe general partner is Capital Investment Holdings, a general partnership whosepartners are certain officers and employees of Boston Capital Partners, Inc.and its affiliates. The assignor limited partner is BCTC II Assignor Corp., aDelaware corporation which is now wholly-owned by John P. Manning.

 

Theassignor limited partner was formed for the purpose of serving in that capacityfor the Partnership and will not engage in any other business.  Units of beneficial interest in the limitedpartnership interest of the assignor limited partner have been assigned by theassignor limited partner by means of beneficial assignee certificates (“BACs”)to investors and investors are entitled to all the rights and economic benefitsof a limited partner of the Partnership including rights to a percentage of theincome, gains, losses, deductions, credits and distributions of the Partnership.

 

ARegistration Statement on Form S-11 and the related prospectus, assupplemented (the “Prospectus”) was filed with the Securities and ExchangeCommission and became effective October 25, 1989 in connection with apublic offering (“Offering”) in Series 7, 9 through 12, and 14.  The Partnership raised $186,337,517representing a total of 18,678,688 BACs. The Partnership completed sales ofBACs in all Series on January 27, 1992.

 

Description of Business

 

ThePartnership’s principal business is to invest as a limited partner in otherlimited partnerships (the “Operating Partnerships”), each of which owns orleases and operates an apartment complex exclusively or partially for low- andmoderate-income tenants.  Each OperatingPartnership in which the Partnership invested owns apartment complexes that arecompleted, newly constructed, under construction or rehabilitation, or to-beconstructed or rehabilitated, and which are expected to receive GovernmentAssistance.

 

Eachapartment complex has qualified for the low-income housing tax credit under Section 42of the Code (the “Federal Housing Tax Credit”), thereby providing tax benefitsover a period of twelve years in the form of tax credits which investors mayuse to offset income, subject to strict limitations, from other sources. Certainof the apartment complexes also qualified for the historic rehabilitation taxcredit under Section 47 of the Code (the “Rehabilitation Tax Credit”).  The Federal Housing Tax Credit and thegovernment assistance programs are described on pages 67 to 92 of theProspectus, as supplemented, under the caption “Government

 

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AssistancePrograms,” which is incorporated herein by reference.  Section 236 (f) (ii) of theNational Housing Act, as amended, in Section 101 of the Housing and UrbanDevelopment Act of 1965, as amended, each provide for the making by HUD of rentsupplement payments to low income tenants in properties which receive otherforms of federal assistance such as tax credits.  The payments for each tenant, which are madedirectly to the owner of their property, generally are in such amounts as toenable the tenant to pay rent equal to 30% of the adjusted family income.  Some of the apartment complexes in which thePartnership has invested are receiving such rent supplements from HUD.  HUD has been in the process of convertingrent supplement assistance to assistance paid not to the owner of the apartmentcomplex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress willcontinue rent supplement programs payable directly to owners of the apartmentcomplex.

 

Asof March 31, 2010, the Partnership had invested in a total of 136Operating Partnerships; 0 Operating Partnerships on behalf of Series 7, 24Operating Partnerships on behalf of Series 9, 16 Operating Partnerships onbehalf of Series 10, 17 Operating Partnerships on behalf of Series 11,26 Operating Partnerships on behalf of Series 12, and 53 OperatingPartnerships on behalf of Series 14. A description of these OperatingPartnerships is set forth in Item 2 herein.

 
|   | The  business objectives of the Partnership are to:                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (1)    | preserve  and protect the Partnership’s capital;                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (2)    | provide  current tax benefits to investors in the form of (a) Federal Housing Tax  Credits and Rehabilitation Tax Credits, which an investor may apply, subject  to certain strict limitations, against his federal income tax liability from  active, portfolio and passive income, and (b) passive losses which an  investor may apply to offset his passive income (if any);                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (3)    | provide  capital appreciation (except with respect to the Partnership’s investment in  certain non-profit Operating Partnerships) through increases in value of the  Partnership’s investments and, to the extent applicable, equity buildup  through periodic payments on the mortgage indebtedness with respect to the  apartment complexes;                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (4)    | provide  cash distributions (except with respect to the Partnership’s investment in  certain non-profit Operating Partnerships) from a capital transaction as to  the Partnership. The Operating Partnerships intend to hold the apartment  complexes for appreciation in value. The Operating Partnerships may sell the  apartment complexes after a period of time if financial conditions in the  future make such sales desirable and if such sales are permitted by  government restrictions; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| (5)    | provide,  on a current basis and to the extent available, cash distributions from the  operations of the apartment complexes (no significant amount of which is  anticipated).                                                                                                                                                                                                                                                                                                                              |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |

 

Thebusiness objectives and investment policies of the Partnership are describedmore fully on pages 44 to 52 of the Prospectus, as supplemented, under thecaption “Business Objectives and Investment Policies,” which is incorporatedherein by reference.

 

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Planof Liquidation

 

OnMarch 3, 2010, our General Partner recommended that the BAC holdersapprove a plan of liquidation and dissolution for the Partnership, or the “Plan.”  Pursuant to the Plan, the General Partner wouldbe able to, without further action by the BAC holders:

 

·                  Liquidate the assets and wind up the businessof the Partnership;

·                  make liquidating distributions incancellation of the BACs;

·                  dissolve the Partnership after the sale ofall of the Partnership’s assets; and

·                  take, or cause the Partnership to take, suchother acts and deeds and shall do, or cause the Partnership to do, such otherthings, as are necessary or appropriate in connection with the dissolution,winding up and liquidation of the Partnership, the termination of theresponsibilities and liabilities of the Partnership under applicable law, andthe termination of the existence of the Partnership.

 

Theadoption of the Plan is subject to the approval of the Plan by a majority ofthe BAC holders.  For a more completediscussion of the Plan, see the Partnership’s Definitive Proxy Statement onSchedule 14A, filed with the SEC on March 3, 2010.

 

Item 1A.       RiskFactors

 

*As usedin this Item 1A, references to “we, “us” and “our” mean the Partnership.*

 

*Aninvestment in our BACs and our investments in Operating Partnerships aresubject to risks. These risks may impact the tax benefits of an investment inour BACs, and the amount of proceeds available for distribution to our limitedpartners, if any, on liquidation of our investments.*

 

*Inaddition to the other information set forth in this report, you shouldcarefully consider the following factors which could materially affect ourbusiness, financial condition or results of operations. The risks describedbelow are not the only risks we face. Additional factors not presently known tous or that we currently deem to be immaterial also may materially adverselyaffect our business operations.*

 

**Theability of limited partners to claim tax losses from their investment in us islimited.**

 

TheIRS may audit us or an Operating Partnership and challenge the tax treatment oftax items. The amount of Low Income Housing Tax Credits and tax lossesallocable to the investors could be reduced if the IRS were successful in sucha challenge.  The alternative minimum taxcould reduce tax benefits from an investment in our BACs.  Changes in tax laws could also impact the taxbenefits from an investment in our BACs and/or the value of the OperatingPartnerships.  Until the OperatingPartnerships have completed a mandatory fifteen year Low Income Housing TaxCredit compliance period, investors are at risk for potential recapture of LowIncome Housing Tax Credits that have already been claimed.

 

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**The LowIncome Housing Tax Credits rules are extremely complicated andnoncompliance with these rules may have adverse consequences for BACholders.**

 

Noncompliancewith applicable tax regulations may result in the loss of future Low IncomeHousing Tax Credits and the fractional recapture of Low Income Housing TaxCredits already taken. In most cases the annual amount of Low Income HousingTax Credits that an individual can use is limited to the tax liability due onthe person’s last $25,000 of taxable income. The limited partnerships may beunable to sell the Operating Partnerships at a price which would result in ourrealizing cash distributions or proceeds from the transaction.  Accordingly, we may be unable to distributeany cash to our investors. Low Income Housing Tax Credits may be the onlybenefit from an investment in our BACs.

 

**Poorperformance of one housing complex, or the real estate market generally, couldimpair our ability to satisfy our investment objectives.**

 

Eachhousing complex is subject to mortgage indebtedness. If an OperatingPartnership failed to pay its mortgage, it could lose its housing complex inforeclosure. If foreclosure were to occur during the first 15 years of theexistence of the Partnership, the loss of any remaining future Low IncomeHousing Tax Credits, a fractional recapture of previously claimed Low IncomeHousing Tax Credits, and a loss of our investment in the housing complex wouldoccur.  To the extent the OperatingPartnerships receive government financing or operating subsidies, they may besubject to one or more of the following risks:

 

·    difficulties in obtainingrent increases;

·    limitations on cash distributions;

·    limitations on sales orrefinancing of Operating Partnerships;

·    limitations on transfers ofinterests in Operating Partnerships;

·    limitations on removal oflocal general partners;

·    limitations on subsidyprograms; and

·    possible changes in applicableregulations.

 

Thevalue of real estate is subject to risks from fluctuating economic conditions,including employment rates, inflation, tax, environmental, land use and zoningpolicies, supply and demand of similar properties, and neighborhood conditions,among others.

 

**Notrading market for the BACs exists or is expected to develop.**

 

Thereis currently no active trading market for the BACs.  Accordingly, limited partners may be unableto sell their BACs or may have to sell BACs at a discount.  Limited partners should consider their BACsto be a long-term investment.

 

**Investorsmay realize taxable gain on sale or disposition of BACs.**

 

Uponthe sale or other taxable disposition of BACs, investors will realize taxableincome to the extent that their allocable share of the non-recourse mortgageindebtedness on the apartment complexes, together with the money they receivefrom the sale of the BACs, is greater than the original cost of theirBACs.  This realized taxable income isreduced to the extent that investors have suspended passive losses orcredits.  It is possible that the sale ofBACs may not generate enough cash to pay the tax obligations arising from thesale.

 

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**Investorsmay have tax liability in excess of cash.**

 

Investorseventually may be allocated profits for tax purposes which exceed any cashdistributed to them.  For this taxliability, the investor will have to pay federal income tax without acorresponding cash distribution. Similarly, in the event of a sale or foreclosure of an apartment complexor a sale of BACs, an investor may be allocated taxable income, resulting intax liability, in excess of any cash distributed to him or her as a result ofsuch event.

 

**Investorsmay not receive cash if apartment complexes are sold**.

 

Thereis no assurance that investors will receive any cash distributions from thesale or refinancing of an apartment complex.  The price at which an apartment complex issold may not be large enough to pay the mortgage and other expenses which mustbe paid at such time.  Even if there arenet cash proceeds from a sale, expenses such as accrued fund management feesand unpaid loans will be deducted pursuant to Section 4.02(a) of thePartnership Agreement.  If any of theseevents happen, investors will not get all of their investment back, and theonly benefit from an investment will be the tax credits received.

 

Thesale or refinancing of the apartment complexes is dependent upon the followingmaterial factors:

 

·    The necessity of obtainingthe consent of the operating general partners;

·             The necessity of obtainingthe approval of any governmental agency(ies) providing government assistance tothe apartment complex; and

·    The uncertainty of themarket.

 

Anysale may occur well after the fifteen-year federal housing tax creditcompliance period.

 

**We haveinsufficient sources of cash to pay our existing liabilities.**

 

We currently do not have sufficient cash resources tosatisfy our financial liabilities. Furthermore, we do not anticipate that we will have sufficient availablecash to pay our future financial liabilities. Substantially all of our existing liabilities are payable to our generalpartner and its affiliates.  Though theamounts payable to the general partner and its affiliates are contractuallycurrently payable, we do not believe that the general partner or its affiliateswill demand immediate payment of these contractual obligations in the nearterm; however, there can be no assurance that this will be the case.  We would be materially adversely affected ifthe general partner or its affiliates demanded payment in the near term of ourexisting contractual liabilities or suspended the provision of services to usbecause of our inability to satisfy these obligations.  All monies currently deposited, or that willbe deposited in the future, into the Partnership’s working capital reserves areintended to be utilized to pay our existing and future liabilities.

 

Item 1B.        UnresolvedStaff Comments

 

Notapplicable.

 

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Item2. Properties

 

ThePartnership has acquired a limited partnership interest in each of the 136Operating Partnerships in 6 series identified in the table set forthbelow.  In each instance the apartmentcomplex owned by each of the Operating Partnerships is eligible for the FederalHousing Tax Credit. Initial occupancy of a unit in each apartment complex whichcomplied with the minimum set-aside test (i.e., initial occupancy by tenantswith incomes equal to no more than a certain percentage of area median income)and the rent restriction test (i.e., gross rent charged tenants does not exceed30% of the applicable income standards) is referred to hereinafter as “QualifiedOccupancy.”  Each of the OperatingPartnerships and each of the respective apartment complexes are described morefully in the Prospectus or applicable Report on Form 8-K filed during thepast fiscal year.  The general partnerbelieves that there is adequate casualty insurance on the properties.

 

Pleaserefer to Item 7. “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” for a more detailed discussion of operationaldifficulties experienced by certain of the Operating Partnerships.

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 7

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Allproperties in Series 7 have been disposed of.

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 
| **Property  Name**         | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|----------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Azalea  Village Apartments |       | Crawford,  GA    |       | 24        |       | $                                      | 613,824    |          | 5/90       |            | 5/90       |                              | 100        | %                                | $          | 143,206 |   |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Big  Lake Seniors          |       | Big  Lake, TX    |       | 20        |       | 528,699                                |       | 4/94          |       | 6/95            |       | 100                               | %          | 145,660                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanco  Senior Apt.        |       | Blanco,  TX      |       | 20        |       | 494,712                                |       | 12/93         |       | 9/94            |       | 100                               | %          | 98,561                           |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cotton  Mill Apartments    |       | Stuart,  VA      |       | 40        |       | 1,390,323                              |       | 10/92         |       | 7/93            |       | 100                               | %          | 271,351                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fawn  River Apartments     |       | Sturgis,  MI     |       | 100       |       | 3,544,293                              |       | 10/90         |       | 10/90           |       | 100                               | %          | 971,446                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fountain  Green Apartments |       | Crestview,  FL   |       | 24        |       | 678,300                                |       | 6/90          |       | 5/90            |       | 100                               | %          | 164,534                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Garden  Lake Apartments    |       | Immokalee,  FL   |       | 65        |       | 2,104,165                              |       | 5/90          |       | 5/90            |       | 100                               | %          | 577,529                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Glenwood  Hotel            |       | Porterville,  CA |       | 36        |       | 538,272                                |       | 6/90          |       | 6/90            |       | 100                               | %          | 383,100                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grand  Princess Manor      |       | St.  Croix, USVI |       | 24        |       | 1,431,313                              |       | 6/90          |       | 8/90            |       | 100                               | %          | 374,766                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grand  Princess Villa      |       | St.  Croix, USVI |       | 24        |       | 1,430,358                              |       | 6/90          |       | 8/90            |       | 100                               | %          | 276,203                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Grifton  Manor Apts.       |       | Grifton,  NC     |       | 40        |       | 1,162,826                              |       | 9/93          |       | 2/94            |       | 100                               | %          | 261,645                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hill  St. Commons          |       | South  Paris, ME |       | 25        |       | 1,418,281                              |       | 11/92         |       | 10/92           |       | 100                               | %          | 301,064                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kristin  Park Apartments   |       | Las  Vegas, NV   |       | 44        |       | 1,331,350                              |       | 3/90          |       | 6/90            |       | 100                               | %          | 313,200                          |       |
|                            |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 9

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**                  | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|-------------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Le  Grand Apts.                     |       | Le  Grand, CA     |       | 34        |       | $                                      | 1,649,804  |          | 11/92      |            | 10/93      |                              | 100        | %                                | $          | 419,011 |   |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Longmeadow  Apartments              |       | Skowhegan,  ME    |       | 28        |       | 1,418,231                              |       | 8/90          |       | 8/90            |       | 100                               | %          | 284,000                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Magnolia  Lane Apartments           |       | Bloomingdale,  GA |       | 48        |       | 1,415,338                              |       | 5/90          |       | 3/90            |       | 100                               | %          | 321,908                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Meadowcrest  Southfield, Apartments |       | Southfield,  MI   |       | 83        |       | 2,558,876                              |       | 9/90          |       | 10/90           |       | 100                               | %          | 1,116,284                        |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine  Ridge Place                   |       | Polkton,  NC      |       | 16        |       | 602,426                                |       | 1/94          |       | 12/93           |       | 100                               | %          | 114,730                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pleasanton  Seniors Apts.           |       | Pleasanton,  TX   |       | 24        |       | 584,620                                |       | 12/93         |       | 7/93            |       | 100                               | %          | 144,839                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Quail  Hollow II                    |       | Raleigh,  NC      |       | 36        |       | 2,289,711                              |       | 7/90          |       | 9/90            |       | 100                               | %          | 313,521                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Raitt  Street Apts.                 |       | Santa  Ana, CA    |       | 6         |       | 840,616                                |       | 5/93          |       | 8/93            |       | 100                               | %          | 416,200                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Tappahannock  Greens Apts.          |       | Tappahannock,  VA |       | 40        |       | 1,436,735                              |       | 3/94          |       | 5/94            |       | 100                               | %          | 293,486                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Telluride  Apartments               |       | Telluride,  CO    |       | 30        |       | 1,421,130                              |       | 9/90          |       | 11/90           |       | 100                               | %          | 300,033                          |       |
|                                |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Village  Oaks Apartments II         |       | Live  Oak, FL     |       | 24        |       | 698,769                                |       | 6/90          |       | 2/90            |       | 100                               | %          | 164,291                          |       |
|                                     |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 
| **Property  Name**           | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|------------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Athens  Park Apartments      |       | Athens,  AL      |       | 48        |       | $                                      | 1,288,346  |          | 8/90       |            | 6/90       |                              | 100        | %                                | $          | 354,144 |   |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Autumn  Lane Apartments      |       | Washington,  GA  |       | 24        |       | 703,779                                |       | 8/89          |       | 11/90           |       | 100                               | %          | 168,234                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brentwood  Apartments        |       | Eunice,  LA      |       | 32        |       | 915,220                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 205,470                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Candlewick  Place            |       | Monroeville,  AL |       | 40        |       | 1,195,327                              |       | 12/92         |       | 10/92           |       | 100                               | %          | 241,600                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarstone  Apts.            |       | Poplarville,  MS |       | 24        |       | 738,515                                |       | 5/93          |       | 5/93            |       | 100                               | %          | 180,800                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lambert  Square Apt.         |       | Lambert,  MS     |       | 32        |       | 933,018                                |       | 11/92         |       | 12/92           |       | 100                               | %          | 192,347                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village               |       | Roseville,  CA   |       | 81        |       | 1,371,202                              |       | 3/91          |       | 12/91           |       | 100                               | %          | 470,000                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Meadowbrook  Lane Apartments |       | Americus,  GA    |       | 50        |       | 1,409,197                              |       | 9/90          |       | 3/90            |       | 100                               | %          | 336,264                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pecan  Village Apartments    |       | Ellaville,  GA   |       | 30        |       | 750,187                                |       | 7/90          |       | 2/90            |       | 100                               | %          | 221,856                          |       |
|                         |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pine  Grove Apts.            |       | Ackerman,  MS    |       | 24        |       | 454,815                                |       | 9/93          |       | 6/94            |       | 100                               | %          | 169,926                          |       |
|                              |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 10

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**                      | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|-----------------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                                    |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pinetree  Manor Apts.                   |       | Centreville,  MS  |       | 32        |       | $                                      | 938,116    |          | 11/92      |            | 1/93       |                              | 100        | %                                | $          | 191,500 |   |
|                                    |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood  Village Apartments            |       | Willacoochee,  GA |       | 24        |       | 621,126                                |       | 7/90          |       | 7/90            |       | 100                               | %          | 147,480                          |       |
|                                    |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Stratford  Square Apartments            |       | Brundidge,  AL    |       | 24        |       | 721,223                                |       | 10/92         |       | 2/93            |       | 100                               | %          | 145,036                          |       |
|                                    |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Summer  Glen Apartments                 |       | Immokalee,  FL    |       | 45        |       | 1,409,673                              |       | 11/92         |       | 3/93            |       | 100                               | %          | 246,230                          |       |
|                                    |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Heights Apartments, IV |       | Bismarck,  ND     |       | 24        |       | 763,267                                |       | 11/90         |       | 7/90            |       | 100                               | %          | 381,010                          |       |
|                                    |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodside  Apartments                    |       | Lisbon,  ME       |       | 28        |       | 1,420,497                              |       | 12/90         |       | 11/90           |       | 100                               | %          | 397,630                          |       |
|                                         |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 
| **Property  Name**          | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|-----------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buckeye  Senior Apartments  |       | Buckeye,  AZ        |       | 41        |       | $                                      | 1,281,047  |          | 12/90      |            | 8/90       |                              | 100        | %                                | $          | 311,480 |   |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cambridge  Manor Apartments |       | Macon,  MS          |       | 47        |       | 1,529,543                              |       | 5/93          |       | 4/93            |       | 100                               | %          | 356,356                          |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Church  Hill Apartments     |       | Church  Point, LA   |       | 32        |       | 915,001                                |       | 12/90         |       | 1/91            |       | 100                               | %          | 205,750                          |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Crestwood  Apartments       |       | St.  Cloud, FL      |       | 216       |       | 2,936,140                              |       | 1/91          |       | 6/91            |       | 100                               | %          | 5,636,484                        |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Elmwood  Manor Apartments   |       | Eutaw,  AL          |       | 47        |       | 1,553,119                              |       | 5/93          |       | 12/93           |       | 100                               | %          | 333,440                          |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Farmerville  Square Apts.   |       | Farmerville,  LA    |       | 32        |       | 931,127                                |       | 1/91          |       | 4/91            |       | 100                               | %          | 212,280                          |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Holley  Grove               |       | Holley,  NY         |       | 24        |       | 879,252                                |       | 11/90         |       | 10/90           |       | 100                               | %          | 207,360                          |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ivan  Woods Senior Apts.    |       | Delta  Township, MI |       | 90        |       | 2,407,601                              |       | 2/91          |       | 4/91            |       | 100                               | %          | 1,184,275                        |       |
|                        |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kaplan  Manor Apartments    |       | Kaplan,  LA         |       | 32        |       | 888,250                                |       | 12/90         |       | 12/90           |       | 100                               | %          | 198,460                          |       |
|                             |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 11

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**           | ** ** | **Location**         | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|------------------------------|------------|----------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakewood  Village Apartments |       | Lake  Providence, LA |       | 32        |       | $                                      | 911,651    |          | 1/91       |            | 5/91       |                              | 100        | %                                | $          | 223,827 |   |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village               |       | Roseville,  CA       |       | 81        |       | 1,371,202                              |       | 3/91          |       | 12/91           |       | 100                               | %          | 530,000                          |       |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oatka  Meadows               |       | Warsaw,  NY          |       | 24        |       | 879,812                                |       | 11/90         |       | 6/90            |       | 100                               | %          | 206,670                          |       |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Osage  Place                 |       | Arkansas  City, KS   |       | 38        |       | 1,179,823                              |       | 12/90         |       | 12/90           |       | 100                               | %          | 522,999                          |       |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| South  Fork Heights          |       | South  Fork, CO      |       | 48        |       | 1,458,862                              |       | 2/91          |       | 2/91            |       | 100                               | %          | 343,358                          |       |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Twin  Oaks Apartments        |       | Allendale,  SC       |       | 24        |       | 749,615                                |       | 12/90         |       | 9/90            |       | 100                               | %          | 206,888                          |       |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Manor Apartments |       | Washington,  LA      |       | 32        |       | 917,554                                |       | 1/91          |       | 3/91            |       | 100                               | %          | 216,990                          |       |
|                         |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wildridge  Apartments        |       | Jesup,  GA           |       | 48        |       | 1,308,155                              |       | 1/91          |       | 4/91            |       | 100                               | %          | 329,130                          |       |
|                              |            |                      |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 
| **Property  Name**               | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|----------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bowman  Village Apartments       |       | Bowman,  GA         |       | 24        |       | $                                      | 638,552    |          | 6/91       |            | 10/91      |                              | 100        | %                                | $          | 139,879 |   |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Briarwick  Apartments            |       | Nicholasville,  KY  |       | 40        |       | 1,123,686                              |       | 4/91          |       | 4/91            |       | 100                               | %          | 323,941                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Bridgerun  Townhomes             |       | Cannon  Falls, MN   |       | 18        |       | 478,845                                |       | 6/91          |       | 7/91            |       | 100                               | %          | 458,800                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carson  Village Apartments       |       | Wrightsville,  GA   |       | 24        |       | 624,248                                |       | 10/91         |       | 6/92            |       | 100                               | %          | 161,452                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Corcoran  Garden Apartments      |       | Corcoran,  CA       |       | 38        |       | 1,843,236                              |       | 2/91          |       | 11/90           |       | 100                               | %          | 432,438                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Crescent  City Senior Apartments |       | Crescent  City, CA  |       | 38        |       | 2,043,858                              |       | 3/91          |       | 3/91            |       | 100                               | %          | 474,536                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Earlimart  Senior Apartments     |       | Earlimart,  CA      |       | 35        |       | 1,289,616                              |       | 6/91          |       | 6/91            |       | 100                               | %          | 364,515                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fox  Run Apartments              |       | Jesup,  GA          |       | 24        |       | 500,564                                |       | 12/91         |       | 7/92            |       | 100                               | %          | 150,033                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hamilton  Village Apartments     |       | Preston,  GA        |       | 20        |       | 544,458                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 140,948                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hunters  Park Apartments         |       | Tarboro,  NC        |       | 40        |       | 1,351,431                              |       | 5/91          |       | 4/91            |       | 100                               | %          | 320,175                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ivan  Woods Senior Apartments    |       | Delta  Township, MI |       | 90        |       | 2,407,601                              |       | 2/91          |       | 4/91            |       | 100                               | %          | 778,688                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeridge  Apartments            |       | Eufala,  AL         |       | 30        |       | 878,125                                |       | 3/91          |       | 4/91            |       | 100                               | %          | 186,780                          |       |
|                             |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Laurel  Village Apartments       |       | Wadley,  GA         |       | 24        |       | 633,105                                |       | 10/91         |       | 5/92            |       | 100                               | %          | 149,058                          |       |
|                                  |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 12

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**             | ** ** | **Location**      | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|--------------------------------|------------|-------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Los  Caballos II Apts.         |       | Hatch,  NM        |       | 24        |       | $                                      | —     |          | 7/91       |            | 8/91       |                              | 100        | %                                | $          | 164,740 |   |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Melville  Plaza Apartments     |       | Melville,  LA     |       | 32        |       | 852,749                                |       | 7/91          |       | 10/91           |       | 100                               | %          | 178,564                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakleigh  Apartments           |       | Abbeville,  LA    |       | 32        |       | 873,664                                |       | 8/91          |       | 3/92            |       | 100                               | %          | 178,716                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oakwood  Apartments            |       | Mamou,  LA        |       | 32        |       | 857,769                                |       | 8/91          |       | 1/92            |       | 100                               | %          | 180,819                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prairie  West Apts. III        |       | West  Fargo, ND   |       | 24        |       | 681,622                                |       | 3/91          |       | 3/91            |       | 100                               | %          | 360,698                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ridgeway  Court III Apartments |       | Bemidji,  MN      |       | 24        |       | 982,951                                |       | 4/91          |       | 1/91            |       | 100                               | %          | 180,186                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rockmoor  Apartments           |       | Banner  Elk, NC   |       | 12        |       | 538,709                                |       | 5/91          |       | 3/91            |       | 100                               | %          | 95,818                           |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Turner  Lane Apartments        |       | Ashburn,  GA      |       | 24        |       | 691,722                                |       | 5/91          |       | 7/91            |       | 100                               | %          | 147,090                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Uptown  Apartments             |       | Salyersville,  KY |       | 16        |       | 495,659                                |       | 5/91          |       | 3/91            |       | 100                               | %          | 121,700                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Villas  of Lakeridge           |       | Eufala,  AL       |       | 18        |       | 509,660                                |       | 3/91          |       | 3/91            |       | 100                               | %          | 96,868                           |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodcrest  Manor Apartments    |       | Woodville,  MS    |       | 24        |       | 678,841                                |       | 6/91          |       | 11/91           |       | 100                               | %          | 138,579                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Woodlawn  Village Apartments   |       | Abbeville,  GA    |       | 36        |       | 969,494                                |       | 10/91         |       | 4/92            |       | 100                               | %          | 229,601                          |       |
|                           |       |              |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Yorkshire  Townhome Apts.      |       | Fort  Smith, AR   |       | 50        |       | 558,506                                |       | 9/93          |       | 8/94            |       | 100                               | %          | 874,069                          |       |
|                                |            |                   |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 
| **Property  Name**         | ** ** | **Location**     | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|----------------------------|------------|------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Ada  Village Apts.         |       | Ada,  OK         |       | 44        |       | $                                      | 944,252    |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 158,976 |   |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard  Senior Apts. II |       | Blanchard,  LA   |       | 24        |       | 570,839                                |       | 10/91         |       | 9/91            |       | 100                               | %          | 143,628                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Blanchard  Village Apts.   |       | Blanchard,  OK   |       | 8         |       | 201,837                                |       | 1/93          |       | 7/93            |       | 100                               | %          | 32,954                           |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Brantwood  Lane Apartments |       | Centreville,  AL |       | 36        |       | 1,096,636                              |       | 7/91          |       | 9/91            |       | 100                               | %          | 237,873                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| The  Bridge Building       |       | New  York, NY    |       | 15        |       | —                                 |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,037,770                        |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Buchanan  Court            |       | Warren,  PA      |       | 18        |       | 694,545                                |       | 7/91          |       | 11/90           |       | 100                               | %          | 160,600                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Carriage  Run Apartments   |       | Emporia,  VA     |       | 40        |       | 1,222,582                              |       | 10/91         |       | 4/92            |       | 100                               | %          | 259,980                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedar  View Apartments     |       | Brinkley,  AR    |       | 32        |       | 1,208,419                              |       | 5/92          |       | 10/92           |       | 100                               | %          | 254,016                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cedarwood  Apartments      |       | Pembroke,  NC    |       | 36        |       | 1,352,220                              |       | 10/91         |       | 1/92            |       | 100                               | %          | 326,310                          |       |
|                       |       |             |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| College  Green             |       | Chili,  NY       |       | 110       |       | 3,629,202                              |       | 3/95          |       | 8/95            |       | 100                               | %          | 755,771                          |       |
|                            |            |                  |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**                | ** ** | **Location**       | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|-----------------------------------|------------|--------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Colorado  City Seniors Apartments |       | Colorado  City, TX |       | 24        |       | $                                      | 520,532    |          | 10/91      |            | 10/91      |                              | 100        | %                                | $          | 98,721 |   |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Cottonwood  Apts. II              |       | Cottonport  LA     |       | 24        |       | 628,233                                |       | 10/91         |       | 7/91            |       | 100                               | %          | 152,664                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Countryside  Manor                |       | Fulton,  MS        |       | 24        |       | 641,103                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 151,868                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Davis  Village Apts.              |       | Davis,  OK         |       | 44        |       | 1,072,816                              |       | 1/93          |       | 9/93            |       | 100                               | %          | 180,452                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Devenwood  Apartments             |       | Ridgeland,  SC     |       | 24        |       | 831,392                                |       | 7/92          |       | 1/93            |       | 100                               | %          | 186,000                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Duncan  Village Apts.             |       | Duncan,  OK        |       | 48        |       | 1,022,356                              |       | 1/93          |       | 11/93           |       | 100                               | %          | 172,005                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Edison  Village Apartments        |       | Edison,  GA        |       | 42        |       | 1,136,539                              |       | 7/91          |       | 2/92            |       | 100                               | %          | 274,144                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Fairground  Place Apts.           |       | Bedford,  KY       |       | 19        |       | 665,676                                |       | 3/95          |       | 8/95            |       | 100                               | %          | 176,963                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Franklin  Vista III Apts.         |       | Anthony,  NM       |       | 28        |       | 887,944                                |       | 1/92          |       | 4/92            |       | 100                               | %          | 179,685                          |       |
|                              |       |               |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Friendship  Village               |       | Bel  Air, MD       |       | 32        |       | 1,381,226                              |       | 1/92          |       | 6/91            |       | 100                               | %          | 226,000                          |       |
|                                   |            |                    |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**                 | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|------------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Greenleaf  Apartments              |       | Bowdoinham,  ME     |       | 21        |       | $                                      | 1,080,534  |          | 11/91      |            | 8/92       |                              | 100        | %                                | $          | 295,085 |   |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hughes  Springs Seniors Apartments |       | Hughes  Springs, TX |       | 32        |       | 755,740                                |       | 10/91         |       | 8/91            |       | 100                               | %          | 183,674                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Hessmer  Village Apartments        |       | Hessmer,  LA        |       | 32        |       | 868,212                                |       | 12/91         |       | 4/92            |       | 100                               | %          | 186,503                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Jarratt  Village Apartments        |       | Jarratt,  VA        |       | 24        |       | 791,343                                |       | 10/91         |       | 12/91           |       | 100                               | %          | 159,140                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Kingfisher  Village Apts.          |       | Kingfisher,  OK     |       | 8         |       | 139,805                                |       | 1/93          |       | 12/93           |       | 100                               | %          | 24,365                           |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| La  Gema del Barrio Apts.          |       | Santa  Ana, CA      |       | 6         |       | 593,772                                |       | 6/92          |       | 8/92            |       | 100                               | %          | 458,000                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lafayettee  Gardens Apartments     |       | Scott,  LA          |       | 56        |       | 928,072                                |       | 10/91         |       | 11/91           |       | 100                               | %          | 437,688                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lake  Isabella Senior Apartments   |       | Lake  Isabella, CA  |       | 46        |       | 1,915,024                              |       | 9/91          |       | 1/92            |       | 100                               | %          | 442,457                          |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lakeview  Meadows                  |       | Battle  Creek, MI   |       | 53        |       | 1,376,301                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 1,018,808                        |       |
|                               |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lana  Lu Apartments                |       | Lonaconing,  MD     |       | 30        |       | 1,421,208                              |       | 12/91         |       | 9/92            |       | 100                               | %          | 303,261                          |       |
|                                    |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**             | ** ** | **Location**         | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|--------------------------------|------------|----------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Lexington  Village Apts.       |       | Lexington,  OK       |       | 8         |       | $                                      | 191,731    |          | 1/93       |            | 11/93      |                              | 100        | %                                | $          | 32,178 |   |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maidu  Village                 |       | Roseville,  CA       |       | 81        |       | 1,371,202                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 1,096,199                        |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Marion  Apartments             |       | Manor  Marion,LA     |       | 32        |       | 955,102                                |       | 2/92          |       | 6/92            |       | 100                               | %          | 199,708                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Maysville  Village Apts.       |       | Maysville,  OK       |       | 8         |       | 199,079                                |       | 1/93          |       | 10/93           |       | 100                               | %          | 33,726                           |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Montague  Place Apartments     |       | Caro,  MI            |       | 28        |       | 1,090,648                              |       | 12/91         |       | 12/91           |       | 100                               | %          | 432,320                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Nevada  City Senior Apartments |       | Grass  Valley, CA    |       | 60        |       | 3,402,959                              |       | 1/92          |       | 10/92           |       | 100                               | %          | $                                | 839,300    |   |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Newellton  Place Apartments    |       | Newellton,  LA       |       | 32        |       | 875,112                                |       | 2/92          |       | 4/92            |       | 100                               | %          | 190,600                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| New  River Overlook Apartments |       | Radford,  VA         |       | 40        |       | 1,419,206                              |       | 8/91          |       | 2/92            |       | 100                               | %          | 285,371                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Oak  Ridge Apartments          |       | Crystal  Springs, MS |       | 40        |       | 1,245,267                              |       | 1/92          |       | 1/92            |       | 100                               | %          | 308,578                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge  Apartments          |       | McComb,  MS          |       | 32        |       | 972,401                                |       | 10/91         |       | 10/91           |       | 100                               | %          | 238,995                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Pineridge  Elderly             |       | Walnut  Cove, NC     |       | 24        |       | 914,435                                |       | 10/91         |       | 3/92            |       | 100                               | %          | 199,311                          |       |
|                           |       |                 |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Prague  Village Apts.          |       | Prague,  OK          |       | 8         |       | 107,508                                |       | 1/93          |       | 3/93            |       | 100                               | %          | 21,373                           |       |
|                                |            |                      |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Boston Capital Tax Credit Fund II Limited Partnership - Series 14

 

PROPERTY PROFILES AS OF MARCH 31, 2010

 

Continued

 
| **Property  Name**              | ** ** | **Location**        | ** ** | **Units** | ** ** | **Mortgage  Balance  As of  12/31/09** | ** ** | **Acq  Date** | ** ** | **Const  Comp** | ** ** | **Qualified  Occupancy  3/31/10** | ** ** | **Cap Con  Paid  Thru  3/31/10** | ** ** |
|---------------------------------|------------|---------------------|------------|-----------|------------|----------------------------------------|------------|---------------|------------|-----------------|------------|-----------------------------------|------------|----------------------------------|------------|
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rainier  Manor Apartments       |       | Mt.  Rainier, MD    |       | 104       |       | $                                      | 3,327,583  |          | 3/92       |            | 1/93       |                              | 100        | %                                | $          | 1,190,350 |   |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Rosewood  Manor Apartments      |       | Ellenton,  FL       |       | 43        |       | 1,381,363                              |       | 12/91         |       | 11/91           |       | 100                               | %          | 302,250                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Snow  Hill Ridge Apartments     |       | Raleigh,  NC        |       | 32        |       | 1,089,202                              |       | 10/91         |       | 12/91           |       | 100                               | %          | 307,524                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Spring  Valley Apartments       |       | Lexington  Park, MD |       | 128       |       | 4,877,942                              |       | 11/91         |       | 12/92           |       | 100                               | %          | 2,877,811                        |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Titusville  Apartments          |       | Titusville,  PA     |       | 30        |       | 1,184,446                              |       | 12/91         |       | 1/92            |       | 100                               | %          | 280,829                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Valley  Ridge Senior Apartments |       | Central  Valley, CA |       | 38        |       | 1,742,445                              |       | 1/92          |       | 12/91           |       | 100                               | %          | 456,600                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Victoria  Place                 |       | Victoria,  VA       |       | 39        |       | 1,260,269                              |       | 1/92          |       | 6/92            |       | 100                               | %          | 287,736                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Washington  Court               |       | Abingdon,  VA       |       | 39        |       | 1,060,487                              |       | 7/91          |       | 8/91            |       | 100                               | %          | 295,250                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wesley  Village Apartments      |       | Martinsburg,  WV    |       | 36        |       | 1,250,499                              |       | 10/91         |       | 6/92            |       | 100                               | %          | 266,253                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Westside  Apartments            |       | Louisville,  MS     |       | 33        |       | 682,935                                |       | 3/92          |       | 1/92            |       | 100                               | %          | 191,014                          |       |
|                            |       |                |       |      |       |                                   |       |          |       |            |       |                              |       |                             |       |
| Wynnewood  Village Apts.        |       | Wynnewood,  OK      |       | 16        |       | 406,222                                |       | 1/93          |       | 11/93           |       | 100                               | %          | 67,443                           |       |
|                                 |            |                     |            |           |            |                                        |            |               |            |                 |            |                                   |            |                                  |            |  |  |

 

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Item 3.                       Legal Proceedings

 

None.

 

Item 4.                       (Removed and Reserved)

 

21

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PART II

 
| Item 5. | Market  for the Registrant’s Partnership Interests, Related Partnership Matters and  Issuer Purchases of Partnership Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Market  Information |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | The  Partnership is classified as a limited partnership and has no common stock.  There is no established public trading market for the BACs and it is not  anticipated that any public market will develop.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Approximate  number of security holders |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | As  of March 31, 2010, the Partnership has 10,549 registered BAC holders for  an aggregate of 18,678,688 BACs which were offered at a subscription price of  $10 per BAC.

 

The  BACs were issued in series. Series 7 consists of 734 investors holding  1,036,100 BACs, Series 9 consists of 1,999 investors holding 4,178,029  BACs, Series 10 consists of 1,491 investors holding 2,428,925 BACs,  Series 11 consists of 1,260 investors holding 2,489,599 BACs,  Series 12 consists of 1,773 investors holding 2,972,795 BACs, and  Series 14 consists of 3,292 investors holding 5,573,240 BACs at  March 31, 2010. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Dividend  history and restriction |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | The  Partnership has made no distributions of net cash flow to its BAC holders  from its inception, June 28, 1989, through March 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | The  Partnership Agreement provides that profits, losses and credits will be  allocated each month to the holder of record of a BAC as of the last day of  such month. Allocation of profits, losses and credits among BAC holders will  be made in proportion to the number of BACs held by each BAC holder.                                                                                                                                                                                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | Any  distributions of net cash flow or liquidation, sale or refinancing proceeds  will be made within 180 days of the end of the annual period to which they  relate. Distributions will be made to the holders of record of a BAC as of  the last day of each month in the ratio which (i) the BACs held by the  holder on the last day of the calendar month bears to (ii) the aggregate  number of BACs outstanding on the last day of such month.                                                                                                                                                                                                         |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|    | Partnership  allocations and distributions are described on pages 107 to 112 of the  Prospectus, as supplemented, which are incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|    | During  the year ended March 31, 2010, the Partnership made no distributions to  the limited partners for proceeds from the sale of Operating Partnerships.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |

 

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| Item 6. | Selected  Financial Data                                                                    |   |
|---------|---------------------------------------------------------------------------------------------|--------|
|    |                                                                                        |   |
|    | Not  Applicable.                                                                            |
|    |                                                                                        |
| Item 7. | Management’s  Discussion and Analysis of Financial Condition and Results of Operations |

 

ThisManagement’s Discussion and Analysis of Financial Condition and Results ofOperations contains forward-looking statements such as our intentions, hopes,beliefs, expectations, strategies and predictions of our future activities, orother future events or conditions. Such statements are “forward lookingstatements” within the meaning of Section 27A of the Securities Act of1993, as amended, and Section 21E of the Securities Exchange Act of 1934,as amended, and are intended to be covered by the safe harbors created thereby.Investors are cautioned that all forward-looking statements involve risks anduncertainty, including, without limitation, the factors identified in Part I, Item1A of this Report. Although we believe that the assumptions underlying theforward-looking statements contained herein are reasonable, any of theassumptions could be inaccurate, and, therefore, there can be no assurance thatthe forward-looking statements included in this Report will prove to beaccurate. In light of the significant uncertainties inherent in theforward-looking statements included herein, the inclusion of such informationshould not be regarded as a representation by us or any other person that ourobjectives and plans will be achieved.

 

Liquidity

 

ThePartnership’s primary source of funds was the proceeds of the Offering.  Other sources of liquidity include (i) interestearned on capital contributions unpaid as of March 31, 2010 and on workingcapital reserves and (ii) cash distributions from operations of theOperating Partnerships in which the Partnership has invested.  These sources of liquidity, along with thePartnership’s working capital reserve, are available to meet the obligations ofthe Partnership.  The Partnership doesnot anticipate significant cash distributions from operations of the OperatingPartnerships.

 

ThePartnership is currently accruing the annual partnership management fee to enableeach series to meet current and future third party obligations. During thefiscal year ended March 31, 2010 the Partnership accrued $1,119,566 andpaid $3,030,000 in annual partnership management fees. As of March 31,2010 the accrued partnership management fees totaled $21,611,037.  Pursuant to the Partnership Agreement, theseliabilities will be deferred until the Partnership receives sale or refinancingproceeds from Operating Partnerships, and at that time proceeds from thesesales or refinancing will be used to satisfy these liabilities.  The Partnership anticipates that there willbe sufficient cash to meet future third party obligations.  The Partnership does not anticipatesignificant cash distributions in the long or short term from operations of theOperating Partnerships.

 

Affiliatesof the general partner have advanced $153,188 to the Partnership to pay certainthird party operating expenses and to fund advances to OperatingPartnerships.  The allocation of thetotal advanced through March 31, 2010, to one of the six series is asfollows:  $153,188 to Series 12.  These, and any additional advances, will bepaid, without interest, from available cash flow, reporting fees, or theproceeds of the sale or refinancing of the Partnership’s interest in OperatingPartnerships.  The Partnershipanticipates that as the Operating Partnerships continue to mature, more cashflow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership’s workingcapital and will be

 

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availableto meet future third party obligations of the Partnership.  The Partnership is currently pursuing, andwill continue to pursue, available cash flow and reporting fees and anticipatesthat the amount collected will be sufficient to cover third party operatingexpenses.

 

CapitalResourcesThe Partnership offered BACs in the Offering declared effective by theSecurities and Exchange Commission on October 25, 1989.  The Partnership received and acceptedsubscriptions for $186,337,517 representing 18,678,688 BACs from investorsadmitted as BAC holders in Series 7, 9 through 12 and 14 of thePartnership.

 

Offersand sales of BACs in Series 7, 9 through 12, and 14 of the Partnershipwere completed and the last of the BACs in Series 14 were issued by thePartnership on January 27, 1992.

 

(Series 7).  The Partnership commenced offering BACs in Series 7on November 14, 1989.  ThePartnership had received and accepted subscriptions for $10,361,000,representing 1,036,100 BACs from investors admitted as BAC holders in Series 7.  Offers and sales of BACs in Series 7were completed and the last of the BACs in Series 7 were issued by thePartnership on December 29, 1989.

 

Asof March 31, 2010, the net proceeds from the offer and sale of BACs in Series 7had been used to invest in a total of 15 Operating Partnerships in an aggregateamount of $7,774,651, and the Partnership had completed payment of allinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2010, all 15 of theproperties had been disposed of. Cash and Cash Equivalents for Series 7 atMarch 31, 2010, represented $0 in working capital.

 

(Series 9).  The Partnership commenced offering BACs in Series 9on February 1, 1990.  ThePartnership had received and accepted subscriptions for $41,574,518,representing 4,178,029 BACs from investors admitted as BAC holders in Series 9.  Offers and sales of BACs in Series 9were completed and the last of the BACs in Series 9 were issued by thePartnership on April 30, 1990.

 

Asof March 31, 2010, the net proceeds from the offer and sale of BACs in Series 9had been used to invest in a total of 55 Operating Partnerships in an aggregateamount of $31,605,286, and the Partnership had completed payment ofinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2010, 31 of theproperties had been disposed of and 24 remain. Cash and Cash Equivalents for Series 9 at March 31, 2010,represented $115,148 in working capital.

 

(Series 10).  The Partnership commenced offering BACs in Series 10on May 7, 1990.  The Partnership hadreceived and accepted subscriptions for $24,288,997 representing 2,428,925 BACsfrom investors admitted as BAC holders in Series 10.  Offers and sales of BACs in Series 10were completed and the last of the BACs in Series 10 were issued by thePartnership on August 24, 1990.

 

Asof March 31, 2010, the net proceeds from the offer and sale of BACs in Series 10had been used to invest in a total of 45 Operating Partnerships in an aggregateamount of $18,555,455, and the Partnership had completed payment of allinstallments of its capital contributions to the Operating Partnerships.  As of March 31, 2010, 29 of theproperties had been disposed of and 16 remain. Cash and Cash Equivalents for Series 10 at March 31, 2010,represented $186,720 in working capital.

 

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(Series 11).  The Partnership commenced offering BACs in Series 11on September 17, 1990.  ThePartnership had received and accepted subscriptions for $24,735,002,representing 2,489,599 BACs in Series 11. Offers and sales of BACs in Series 11 were completed and the lastof the BACs in Series 11 were issued by the Partnership on December 31,1990.

 

Asof March 31, 2010, the net proceeds from the offer and sale of BACs in Series 11had been used to invest in a total of 40 Operating Partnerships in an aggregateamount of $18,894,372. As of March 31, 2010, 23 of the properties had beendisposed of and 17 remain. The Partnership has completed payment of all installmentsof its capital contributions to the Operating Partnerships.  Cash and Cash Equivalents for Series 11at March 31, 2010, represented $603,898 in working capital.

 

(Series 12).  The Partnership commenced offering BACs in Series 12on February 1, 1991.  ThePartnership had received and accepted subscriptions for $29,649,003,representing 2,972,795 BACs in Series 12. Offers and sales of BACs in Series 12 were completed and the lastof the BACs in Series 12 were issued by the Partnership on April 30,1991.

 

Duringthe fiscal year ended March 31, 2010, the Partnership did not use any of Series 12’snet offering proceeds to pay installments of its capital contributions to theOperating Partnerships.  As of March 31,2010, the net proceeds from the offer and sale of BACs in Series 12 hadbeen used to invest in a total of 53 Operating Partnerships in an aggregateamount of $22,356,179.  As of March 31,2010, 27 of the properties had been disposed of and 26 remain.  The Partnership has completed payment of allinstallments of its capital contributions to 25 of the 26 remaining OperatingPartnerships.  At March 31, 2010,working capital of $111,616 consists of cash and cash equivalents less capitalcontributions payable.

 

(Series 14).  The Partnership commenced offering BACs in Series 14on May 20, 1991.  The Partnershiphad received and accepted subscriptions for $55,728,997, representing 5,573,240BACs in Series 14.  Offers and salesof BACs in Series 14 were completed and the last of the BACs in Series 14were issued by the Partnership on January 27, 1992.

 

Duringthe fiscal year ended March 31, 2010, the Partnership did not use any of Series 14’snet offering proceeds to pay installments of its capital contributions to theOperating Partnership.  As of March 31,2010 the net proceeds from the offer and sale of BACs in Series 14 hadbeen used to invest in a total of 101 Operating Partnerships in an aggregateamount of $42,034,328.  As of March 31,2010, 48 of the properties had been disposed of and 53 remain.  The Partnership has completed payment of allinstallments of its capital contributions to 43 of the remaining 53 OperatingPartnerships.  At March 31, 2010,working capital of $230,851 consists of cash and cash equivalents less capitalcontributions payable.

 

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Resultsof Operations

 

ThePartnership incurs an annual partnership management fee payable to its generalpartner and/or its affiliates in an amount equal to 0.5% of the aggregate costof the apartment complexes owned by the Operating Partnerships, less the amountof certain partnership management and reporting fees paid by the OperatingPartnerships.  The annual partnershipmanagement fee, net of reporting fees received, charged to operations for thefiscal years ended March 31, 2010 and 2009 was $793,585 and $943,338,respectively.  The Partnership’sinvestment objectives do not include receipt of significant cash distributionsfrom the Operating Partnerships in which it has invested.  The Partnership’s investments in OperatingPartnerships have been made principally with a view towards realization ofFederal Housing Tax Credits for allocation to its partners and BAC holders.

 

(Series 7).  The series did not have any properties at March 31,2010.

 

Forthe tax years ended December 31, 2009 and 2008, the series, in total,generated $(28,441) and $482,559, respectively, in passive tax income(losses)that was passed through to the investors.

 

Asof March 31, 2010 and 2009, Investments in Operating Partnerships forSeries 7 was $0.  Investments inOperating Partnerships were affected by the way the Partnership accounts forsuch investments, the equity method.  Byusing the equity method the Partnership adjusts its investment cost for itsshare of each Operating Partnership’s results of operations and for anydistributions received or accrued.

 

Forthe years ended March 31, 2010, and 2009, the net income(loss) for series7 was $(17,915) and $26,922, respectively. The major components of these amounts are the Partnership’s share ofincome from Operating Partnership and the professional fees.

 

InAugust 2008, the investment general partner entered into an agreement to transferits interest in Briarwood Apartments, LPto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $601,350 and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 7. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Lebanon Properties IILP to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance of approximately $555,337 and cash proceeds to the investmentpartnership of $25,680.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 7. The monies held in cash reserves will be utilized

 

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topay current operating expenses, accrued but unpaid asset management fees, andaccrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $20,680 as of September 30,2008.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Oak Grove Estates LPto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $466,923 and cash proceeds to the investment partnership of $21,400. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $16,400 was returned to cash reserves held by Series 7. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $16,400 as of September 30, 2008.

 

(Series 9).  As of March 31, 2010 and 2009, the averageQualified Occupancy for the series was 100%, respectively. The series had atotal of 24 properties as of March 31, 2010, all of which were at 100%qualified occupancy.

 

Forthe tax years ended December 31, 2009 and 2008, the series, in total,generated $525,915 and $2,363,352, respectively, in passive tax income (losses)that was passed through to the investors.

 

Asof March 31, 2010 and 2009, the Investments in Operating Partnerships for Series 9were $0. Investments in Operating Partnerships were affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

Forthe years ended March 31, 2010, and 2009, the net income(loss) for series9 was $(237,687) and $133,887, respectively. The major components of theseamounts are the Partnership’s share of income from Operating Partnership andthe partnership management fee.

 

SunshineApartments (Telluride Apartments) is a 50 unit family development located inTelluride, CO. In 2008, water infiltrated approximately 50% of the unitswhich led to the units being condemned. The decline in occupancy continued through2009 and as of December 31, 2009 the property was 50% physically occupiedand operating below breakeven. The drop in occupancy was due to major moldissues resulting in 25 units being off-line. The operating general partnerindicated that the property will need $753,807 in repairs to put the down unitsback on-line. The Operating Partnership does not have the

 

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fundsavailable to do the work. Additionally, the operating general partner wasunsuccessful in obtaining an emergency loan or preservation funding from RuralDevelopment. Through the first quarter 2010 the property is continuing tooperate with low occupancy and as a result unable to breakeven. As of March 2010,the property was 50% occupied. The investment general partner is continuing towork with management to maximize operating cash flow.  The 15-year low income housing tax creditcompliance period expired on December 31, 2004.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.  The mortgage, real estate tax and insurancepayments are all current.

 

InNovember 2009, the operating general partner of Sunshine Apartmentsapproved an agreement to sell the property and the transaction is scheduled toclose in December 2010.  Theanticipated sales price for the property is $1,613,420, which includes theoutstanding mortgage balance of approximately $1,413,420 and cash proceeds tothe investment partnership of $175,000. Of the total proceeds estimated to be received, it is expected that$15,000 will be paid to BCAMLP for expenses related to the sale, which includesthird party legal costs.  The remainingproceeds from the sale of $160,000 are anticipated to be returned to cashreserves held by Series 9.  Themonies held in cash reserves will be utilized to paycurrent operating expenses, accrued but unpaid asset management fees, andaccrued but unpaid expenses of the investment partnership. After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution.

 

GlenwoodHotel Investors (Glenwood Hotel) is a 36-unit single room occupancydevelopment, located in Porterville, CA. Throughthe fourth quarter of 2009, average physical occupancy remained strong at 100%but the property was still not able to breakeven. Through first quarter 2010the property was 97% occupied. However, despite the continued strong occupancy,the property is operating below breakeven. To maintain a high occupancy leveland to be competitive in the market, it is necessary to keep rental rates verylow. The management agent continues to market the available units to thehousing authority as well as performing various outreach efforts to attractqualified residents.  The operatinggeneral partner continues to fund the Operating Partnership as needed.  The mortgage, insurance and payables arecurrent. The low income housing tax credit compliance period for this OperatingPartnership expired on December 31, 2005.

 

BlancoSeniors Apartments Ltd (Blanco Seniors Apartments) is a 20-unit elderlydevelopment located in Blanco, Texas. Occupancy was strong averaging 99% for 2008 and remained steadyaveraging 98% in 2009.  Expenses in 2009remained consistent with 2008 totals. The property operated above breakeven in 2008 and 2009.  The operating deficit guarantee is unlimitedin time and amount.  All real estate tax,mortgage, and insurance payments are current.

 

FountainGreen Apartments, Limited (Fountain Green Apartments) is a 24-unit propertylocated in Crestview, FL.  Auditedfinancials confirmed above breakeven operations in both 2007 and 2008 withstrong occupancy.  Occupancy declined toan average of 84% through the first three quarters of 2009, but rebounded to100% by year-end. Occupancy in the first quarter of 2010 remained strong at94%. The property continues to operate above breakeven.  All insurance, real estate taxes, andmortgage payments are current.  Taxcredit delivery ended in 2002 and the low income housing tax credit complianceperiod expired in 2007.

 

InDecember 2007, the investment general partner entered into an agreement totransfer 99% of its interest in Haines City Apartments Limited to anon-affiliated entity for its assumption of the outstanding mortgage balance ofapproximately $1,374,226 and cash proceeds to the investment partnership of

 

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$48,000.  Of the total proceeds received, $8,208 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the transfer. Of the remaining proceeds,$7,500 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $32,292 was returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expensereimbursement, has been recorded in the amount of $32,292 as of December 31,2007. The transfer of the Operating Partnership had been recognized as of December 31,2007, and the proceeds were received in the first quarter of 2008. The sale ofthe remaining 1% investment partnership interest in the Operating Partnershipclosed in December 2008 for the purchaser’s assumption of the outstandingmortgage balance of approximately $13,881 and cash proceeds of $10,000. Theremaining proceeds of $10,000 was returned to cash reserves and recorded as again as of December 31, 2008.

 

InNovember 2009, the operating general partner of Westside Associates LPentered into an agreement to sell the property and the transaction closed on December 23,2009.  The sales price of the propertywas $2,102,654, which includes the outstanding mortgage balance ofapproximately $2,102,653 and cash proceeds to the investment partnership of $0.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced the investmentin the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has beenrecorded.

 

InSeptember 2007, the investment general partner of Blakely Properties LPapproved an agreement to sell the property and the transaction closed on September 26,2008.  The sales price for the propertywas $1,495,446, which includes the outstanding mortgage balance ofapproximately $993,951 and cash proceeds to the investment limited partner of$294,000.  Of the total proceeds received,$18,000 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the sale, which include third party legalcosts.  The remaining proceeds from thesale of $268,500 were returned to cash reserves held by Series 9.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $268,500 as of September 30, 2008.

 

InOctober 2008, the investment general partner of Boston Capital Tax CreditFund I - Series 6 and Series 9, respectively, entered into anagreement to transfer its interest in Hacienda Villa Associates LP to anon-affiliated entity for its assumption of the outstanding mortgage balance of

 

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approximately$5,943,874 and cash proceeds to the investment limited partnerships of $103,200and $111,800 to Series 6 and Series 9, respectively.  Of the total proceeds received, $47,520 and$51,480 to Series 6 and Series 9, respectively, represents reportingfees due to an affiliate of the investment partnerships and the balancerepresents proceeds from the transfer. Of the remaining proceeds, $12,000 and $13,000 from Series 6 and Series 9,respectively, was paid to BCAMLP for expenses related to the transfer, whichincludes third party legal costs.  Theremaining proceeds of $43,680 and $47,320 were returned to cash reserves heldby Series 6 and Series 9, respectively.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment limited partnership investment in the OperatingPartnership to zero. Accordingly, a gain on the transfer of the OperatingPartnership of the proceeds from the transfer, net of the overhead and expensereimbursement, has been recorded in the amount of $43,680 and $47,320 to Series 6and Series 9, respectively, as of December 31, 2008.

 

InDecember 2008, the investment general partner of Putney First entered intoan agreement to transfer its interest to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $1,381,477 andcash proceeds to the investment limited partner of $41,444.  Of the total proceeds received, $22,710represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $11,234were returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $11,234 as of December 31,2008.

 

InJanuary 2009, the investment general partner entered into an agreement totransfer its interest in Newfane Seniors LP to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $832,737 andcash proceeds to the investment limited partner of $25,032.  Of the total proceeds received, $1,500represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer. Of the remaining proceeds,$5,100 was paid to BCAMLP for expenses related to the transfer, which includesthird party legal costs.  The remainingproceeds of $18,432 were returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had

 

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previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $18,432 as of March 31, 2009.

 

InJanuary 2009, the investment general partner entered into an agreement totransfer its interest in Southwestern LP to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $1,376,318 andcash proceeds to the investment limited partner of $41,373.  Of the total proceeds received, $3,000represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $5,165 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $33,208were returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $33,208 as of March 31,2009.

 

In July 2009, the investment general partnerentered into an agreement to transfer its interest in Beaver Brook HousingAssociates LP to an entity affiliated with the operating general partner forits assumption of the outstanding mortgage balance of approximately $1,133,100and cash proceeds to the investment limited partner of $35,000.  Of the total proceeds received, $5,750represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $21,750were returned to cash reserves held by Series 9.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  In addition, the investment general partneron behalf of the investment limited partnership entered into a partner interestpledge agreement with the Operating Partnership for receipt of a residualpayment.  Under the terms of the partnerinterest pledge agreement, if the property owned by the Operating Partnershipis sold, within 5 years from the initial transfer date, there would be aresidual payment of up to $500,000 distributable to the investment limitedpartnership in accordance with the Operating Partnership Agreement in effect atthe date the investment limited partner transferred its interest.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $21,750 as of September 30, 2009.

 

BigLake Seniors Apartments (Big Lake Seniors) is a 20 unit elderly developmentlocated in Big Lake, TX.  The propertyperformed well in 2008 with average occupancy of 99%.  In 2009, occupany averaged 90% and theproperty operated above breakeven.  In2009, there was a substantial increase in maintenance costs due to severalfloors being replaced. The operating

 

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generalpartner requested and received funds from the replacement reserve account tohelp off-set these costs. Through the first quarter of 2010, average occupancyis 93% and the property continues to operate above breakeven.  The low income housing tax credit complianceperiod expired at year end 2009.

 

(Series 10).  As of March 31, 2010 and 2009, theaverage Qualified Occupancy for the series was 100%. The series had a total of16 properties at March 31, 2010, all of which were at 100% qualifiedoccupancy.

 

Forthe tax years ended December 31, 2009 and 2008 the series, in total,generated $158,030 and $607,368, respectively, in passive tax income(losses)that was passed through to the investors.

 

As of March 31, 2010 and 2009, theInvestments in Operating Partnerships for Series 10 were $0.  Investments in Operating Partnerships wereaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

Forthe years ended March 31, 2010, and 2009, the net income(loss) for series10 was $808,598 and $(184,522), respectively. The major components of these amounts are the Partnership’s share ofincome from Operating Partnership, impairment losses, and the partnershipmanagement fee.

 

InOctober 2008, the investment general partner of Great Falls Properties LPapproved an agreement to sell the property and the transaction closed in September 2009.  The sales price for the property was$952,757, which includes the outstanding mortgage balance of approximately$852,757 and cash proceeds to the investment limited partners of $62,241.  Of the total proceeds received, $14,048represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $15,000 will be paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds of $33,193 werereturned to cash reserves held by Series 10.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $33,193 as of September 30,2009.  The sale of the OperatingPartnership has been recognized as of September 30, 2009, but the saleproceeds were received in October 2009.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Ironton Estates LPto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $596,371 and cash proceeds to the investment partnership of $25,680. Of the total proceeds, $5,000 was paid to BCAMLP for expenses related tothe transfer, which includes third party legal costs.  The remaining proceeds of $20,680 were returned to cash reserves held by Series 10. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the

 

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timeof distribution. Annual losses generated by the Operating Partnership, whichwere applied against the investment partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $20,680 as of September 30,2008.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Stockton Estates, LPto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $427,070 and cash proceeds to the investment partnership of $12,840. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $7,840 were returned to cash reserves held by Series 10. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $7,840 as of September 30, 2008.

 

InJuly 2008, the investment general partner entered into an agreement totransfer its interest in Butler Properties to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $485,544 and cash proceeds to the investment limitedpartner of $18,400.  Of the totalproceeds received, $5,000 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $13,400 werereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $13,400 as of September 30,2008.

 

InJuly 2008, the investment general partner entered into an agreement totransfer its interest in Hart Properties Ltd. to an entity affiliated with theoperating general partner for its assumption of the outstanding mortgagebalance of approximately $883,613 and cash proceeds to the investment limitedpartner of $36,800.  Of the totalproceeds received, $5,000 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $31,800 werereturned to cash reserves held by Series 10.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the

 

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OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $31,800 as of September 30,2008.

 

MeadowbrookProperties II LP (Meadowbrook Lane Apartments) is a 50-unit property located inAmericus, GA.  The property operatedbelow breakeven in 2009.  Occupancyaveraged 85% for the year; however, it has increased to 88% as of March 2010.As a result of poor operations, the accounts payable balance continues to be anissue. The investment general partner will continue to prompt the operatinggeneral partner to fund the payables as needed. The 15-year low income housing tax credit compliance period expired in2004 with respect to Meadowbrook Properties II. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.

 

InApril 2009, the investment general partner of Wichita West HousingAssociates Two LP approved an agreement to sell the property and thetransaction closed on October 30, 2009. The sales price for the property is $2,498,580, which includes theoutstanding mortgage balance of approximately $1,555,423 and cash proceeds tothe investment partnership of $838,846. Of the total proceeds received, $15,000 will be paid to BCAMLP forexpenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$823,846 will be returned to cash reserves held by Series 10.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution. Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expenses,has been recorded in the amount of $823,846 as of December 31, 2009.

 

(Series 11).  As of March 31, 2010 and 2009, theaverage Qualified Occupancy for the serieswas 100%. The series had a total of 17 properties at March 31, 2010, allof which were at 100% qualified occupancy.

 

For the tax years ended December 31, 2009 and 2008,the series, in total, generated $(275,277) and $748,621, respectively, inpassive tax income (losses) that were passed through to the investors.

 

As of March 31, 2010 and 2009, Investments inOperating Partnerships for Series 11 was $0.  Investments in Operating Partnerships wereaffected by the way the Partnership accounts for such investments, the equitymethod.  By using the equity method thePartnership adjusts its investment cost for its share of each OperatingPartnership’s results of operations and for any distributions received oraccrued.

 

Forthe years ended March 31, 2010, and 2009, the net income(loss) for series11 was $699,882 and $(984,245), respectively. The major components of these amounts are the Partnership’s share ofincome from Operating Partnership, impairment losses, and the partnershipmanagement fee.

 

InApril 2008, the investment general partner of Aspen Square LimitedPartnership approved an agreement to sell the property and the transactionclosed on March 24, 2010. The sales price for the property was $2,160,915,

 

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whichincludes the outstanding mortgage balance of approximately $1,759,906 and cashproceeds to the investment limited partners of $398,848.  Of the total proceeds received, $5,764represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $15,000 will be paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$378,084 were returned to cash reserves held by Series 11.  The monies held in cash reserves willbe utilized to pay current operating expenses, accrued butunpaid asset management fees, and accrued but unpaid expenses of the investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on thenumber of BACs held by each investor at the time of distribution. Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $378,084 as of March 31, 2010.

 

InApril 2008, the investment general partner of Copper Creek approved anagreement to sell the property and the transaction closed on December 18,2008. The sales price for the property was $1,327,613, which includes theoutstanding mortgage balance of approximately $1,133,710 and cash proceeds tothe investment limited partners of $193,709. Of the total proceeds received, $9,880 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, $16,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $167,829 were returned to cash reservesheld by Series 11.  The monies heldin cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at the timeof distribution. Annual losses generated by the Operating Partnership, whichwere applied against the investment partnership’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $167,829 as of December 31,2008.

 

April 2008,the investment general partner of Sierra Springs Limited Partnership approvedan agreement to sell the property and the transaction closed on December 18,2008. The sales price for the property was $1,354,584, which includes theoutstanding mortgage balance of approximately $1,135,034 and cash proceeds tothe investment limited partners of $219,320. Of the total proceeds received, $9,120 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, $16,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $194,200 were returned to cash reservesheld by Series 11.  The monies heldin cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.

 

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Accordingly,a gain on the sale of the Operating Partnership of the proceeds from the sale,net of the overhead and expenses, has been recorded in the amount of $194,200as of December 31, 2008.

 

InDecember 2009, the operating general partner of Coronado Housing enteredinto an agreement to sell the property and the transaction closed on February 10,2010.  The sales price of the propertywas $760,000, which includes the outstanding mortgage balance of approximately$0 and cash proceeds to the investment partnership of $468,251.  Of the total proceeds received, $15,000represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the sale. Of the remaining proceeds, $15,000 will be paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$438,251 were returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $438,251 as of March 31,2010.

 

SouthFork Heights, Limited (South Fork Heights Apartments), located in South Fork,Colorado is a 48-unit family property financed by Rural Development.  The property has historically suffered fromlow occupancy and high turnover.  Due toits location in a small tourist town in the mountains, there are minimalemployment opportunities.  However, in2008, the development of a golf course, single family homes and condos at anearby ski resort began to positively impact the area and property.  In 2009 occupancy increased throughout theyear and averaged 91%.  The propertyoperated above breakeven in 2009.  In2010, the occupancy for the first quarter 2010 decreased, averaging 83%.  A new management company was hired in November 2009and implemented stricter tenant selection criteria and began evictions fornon-payment of rent. Management is hopeful that the occupancy will increasethroughout the year.  The tax, insurance,and mortgage payments are all current. The property delivered tax credits from 1991 through 2001.  On December 31, 2005, the 15-year lowincome housing tax credit compliance period expired with respect to South ForkHeights, Limited.

 

InNovember 2008, the investment general partner of South Fork Heights,Limited approved an agreement to sell the property and the transaction wasanticipated to close in April 2010; however, the buyer was unable toconsummate the sale and the agreement has expired.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in El Dorado SpringsEstates LP to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately $561,702 and cash proceeds to the investmentpartnership of $25,680.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 was returned to cash reserves held by Series 11. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the

 

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investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Nevada Manor, LPto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $626,534 and anticipated cash proceeds to the investment partnershipof $25,680.  The transaction closed in September 2008.  Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 were returned to cash reserves held by Series 11. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

InJanuary 2009, the investment general partner entered into an agreement totransfer its interest in Holland Senior LP to a non-affiliated entity for itsassumption of the outstanding mortgage balance of approximately $868,190 andcash proceeds to the investment limited partner of $26,098.  Of the total proceeds received, $750 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the transfer. Of the remaining proceeds, $5,104 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $20,244 werereturned to cash reserves held by Series 11.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expenses,has been recorded in the amount of $20,244 as of March 31, 2009.

 

InJanuary 2009, the investment general partner of Hilltop Apartments LPapproved an agreement to sell the property and the transaction closed on December 31,2009.  The sales price for the propertywas $1,456,512, which includes the outstanding mortgage balance ofapproximately $1,356,512 and cash proceeds to the investment limited partnersof $92,620.  Of the total proceedsreceived, $14,025 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $16,000 will bepaid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds fromthe sale of $62,595 will be returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding

 

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obligationsof the investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment limited partnership investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment limited partnership investment in theOperating Partnership to zero. The sale proceeds were received on January 4,2010; a receivable in the amount of $62,595 has been recorded for Series 11as of December 31, 2009. Accordingly, a gain on the sale of the OperatingPartnership, net of the overhead and expense reimbursement, has been recordedin the amount of $62,595 as of December 31, 2009.

 

InFebruary 2010, the operating general partner of Crestwood RRH, Limitedapproved an agreement to sell the property and the transaction is scheduled toclose in December 2010.  Theanticipated sales price for the property is $5,070,000, which includes theoutstanding mortgage balance of approximately $2,763,835 and cash proceeds tothe investment partnership of $1,468,855. Of the total proceeds estimated to be received, $90,000 representsreporting fees due to an affiliate of the investment partnership and thebalance represents proceeds from the sale. Of the remaining proceeds, it is expected that $22,500 will be paid toBCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $1,356,355 are anticipated to be returned to cash reserves held by Series 11.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held byeach investor at the time of distribution.

 

(Series 12).  As of March 31, 2010 and 2009, theaverage Qualified Occupancy for the series was 100%.  The series had a total of 26 properties at March 31,2010, all of which were at 100% qualified occupancy.

 

Forthe tax years ended December 31, 2009 and 2008, the series, in total,generated $(474,810) and $689,105, respectively, in passive tax income (losses)that were passed through to the investors.

 

Asof March 31, 2010 and 2009, the Investments in Operating Partnerships for Series 12was $0. Investments in Operating Partnerships was affected by the way thePartnership accounts for such investments, the equity method.  By using the equity method the Partnershipadjusts its investment cost for its share of each Operating Partnership’sresults of operations and for any distributions received or accrued.

 

Forthe years ended March 31, 2010, and 2009, the net income(loss) for series12 was $(174,134) and $432,175, respectively. The major components of these amounts are the Fund’s share of incomefrom Operating Partnership, impairment losses, and the fund management fee.

 

TurnerLane, LP (660 Turner Apartments) is a 24-unit property located in Ashburn,GA.  In 2008, the property operated belowbreakeven for the year.  The reasons forthe deficit are low occupancy and insufficient rental revenue.  Occupancy averaged 84% in 2008 and hasincreased to 87% through 2009.  Occupancyended the year at 96% with operations above breakeven status.  All real estate taxes, insurance and mortgagepayments are current.  On December 31,2005, the 15-year low income housing tax credit compliance period expired withrespect to Turner Lane Limited Partnership. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of the investmentpartnership.

 

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InApril 2008, the investment general partner of Cananche Creek, LimitedPartnership approved an agreement to sell the property and the transactionclosed on December 18, 2008. The sales price for the property was$1,709,466, which includes the outstanding mortgage balance of approximately$1,195,300 and cash proceeds to the investment limited partners of$513,642.  Of the total proceedsreceived, $7,840 represents reporting fees due to an affiliate of theinvestment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $16,000 was paidto BCAMLP for expenses related to the sale, which includes third party legalcosts.  The remaining proceeds from thesale of $489,802 was returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid assetmanagement fees, and accrued but unpaid expenses of the investment partnership.After all outstanding obligations of the investment partnership are satisfied,any remaining monies will be distributed based on the number of BACs heldby each investor at the time of distribution. Annual losses generated by theOperating Partnership, which were applied against the investment partnership’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $489,802 as of December 31,2008.

 

DuringApril 2008, the investment general partner of Shawnee Ridge, L.P. approvedan agreement to sell the property and the transaction closed on December 18,2008. The sales price for the property was $797,654, which includes theoutstanding mortgage balance of approximately $644,036 and cash proceeds to theinvestment limited partners of $153,454. Of the total proceeds received, $6,280 represents reporting fees due toan affiliate of the investment partnership and the balance represents proceedsfrom the sale.  Of the remainingproceeds, $16,000 was paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $131,174 were returned to cash reservesheld by Series 12.  The monies heldin cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations ofthe investment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $131,174 as of December 31,2008.

 

LakeridgeApartments of Eufala, Ltd. (Lakeridge Apts.) is a 30-unit developmentlocated in Eufala, AL. The property is located in a rural area with a stagnanteconomy. The property had suffered from low occupancy through 2006 but beganrebounding in early 2007 with a reissuance of Section 8 vouchers andaggressive marketing.  The 2009 auditedfinancial statement confirms operations remain well above breakeven andoccupancy was 100% for the first quarter of 2010.  The operating general partner’s guaranteeexpired in 2001; however, they have continued to fund deficits as needed.  All insurance, real estate tax and mortgagepayments are current.  On December 31,2005, the 15-year low income housing tax credit compliance period expired withrespect to Lakeridge Apartments of Eufala, Ltd. The investment generalpartner is in the process of exploring various disposition opportunitiesconsistent with the investment objectives of the investment partnership.

 

FortSmith Housing Associates (Yorkshire Townhomes) is a 50-unit property located inFort Smith, AR.  The property hashistorically dealt with low occupancy, high operating expenses and aninconsistent management presence.

 

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Themanagement company has been replaced twice and turnover at the site managerposition has been problematic. In January 2009, a full time site managerwas hired but, by that time, the property had seen an increase in crime and thequality of the tenant profile had declined. In an effort to gain better control over the site, management moved apolice officer into the manager’s unit. As a result, incidents at the propertyhave been minimal and problematic tenants have either been evicted or moved outon their own accord. That combination has increased vacancy but the goal is tofill vacant units with stronger tenants. The permanent mortgage matured in February 2009and was extended for a period of 6 months. The extension matured in September 2009and was subsequently extended for another 12 months. At the end of the firstquarter of 2010, occupancy was 64% with below breakeven operations. On December 31,2008, the 15-year low income housing tax credit compliance period expired withrespect to Fort Smith Housing Associates. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.  The mortgage,real estate tax and insurance payments are all current.

 

Prairie West Apts LP (Prairie West Apts.) is a 24-unitproperty located in West Fargo, North Dakota. In 2009, average occupancy was 92% and the property continued to operatebelow breakeven due to high operating expenses. The high operating expenses were mainly maintenance expenses due toincreased turnover costs as well as required building maintenance for the agingproperty.  Historically, management atthis property has coordinated with Lutheran Social Services (LSS) to providehousing to new Americans despite no rental or credit history.  As a result, the property was negativelyaffected by unique cultural concerns.  Atyear-end 2008, management discontinued providing housing for LSS referralswithout an established rental and credit history.  In addition, leases of problematic tenantswere not renewed in an effort to re-tenant the property and improve thecommunity perception.  As of March 31,2010, occupancy was 96% and the property was operating above breakeven.  The operating general partner continues tofund all operating deficits as operations are supported by an unlimitedguarantee.  The low income housing tax creditcompliance period expired in 2005.  Theinvestment general partner has been in discussions regarding potentialdisposition options.  The investmentgeneral partner will continue monitoring operations as well as continue toexplore disposition options.  Themortgage, trade payables, property taxes, and insurance are current.

 

HamiltonVillage LP (Hamilton Village Apartments) is a 20-unit family developmentlocated in Preston, GA.  In 2008,occupancy averaged 99% and operations were above breakeven for the year.  Through the fourth quarter of 2009, occupancyhas averaged 99% and at December 31, 2009 was at 100% with above breakevenoperations.  On December 31, 2007,the 15-year low income housing tax credit compliance period expired withrespect to Hamilton Village Limited Partnership.  All mortgage, real estate tax and insurancepayments are current.  The investmentgeneral partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investmentpartnership.

 

Briarwick Apartments Limited, A KY Limited Partnership(Briarwick Apartments) is a 40-unit family property located in Nicholasville,KY.  In 2008, the Operating Partnershipoperated at a deficit due to maintaining an average occupancy of 59%.  In 2009, the property operated belowbreakeven and had a cash flow deficit of ($45,653) with required replacementreserves. The reason for the cash flow deficit is mainly a result of very lowoccupancy which averaged 76% for the year (a significant improvement from2008). Management continues to update units as vacancies occur and funds areavailable.  Low occupancy has plaguedthis Operating Partnership for several years. This is the result of the property’s advanced age, which has made itnon-competitive in the local rental market. According to the operating general partner,

 

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management continues to advertise in local newspapersand offer concessions in order to attract residents.  However, management continues to loseresidents to newer developments offering more space and superior amenitypackages.  Rents at the property arecomparable to other properties in the area. The mortgage, real estate tax and insurance payments are current.  The operating general partner’s obligation tofund deficits is limited to $50,840 per year. On December 31, 2006, the15-year low income housing tax credit compliance period expired.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

LosCaballos II Limited Partnership (Los Caballos II Apartments) was a 24-unit,family complex located in Hatch, New Mexico. On August 14, 2006, flash floods caused significant damage to theproperty.  The county building inspectordetermined the property was a complete loss. On January 10, 2007, the operating general partner had a meetingwith the Village of Hatch, representatives from Federal Emergency ManagementAgency, and Rural Development (RD).  Itwas determined that the property would be demolished and would not be rebuiltby the existing Operating Partnership. Demolition was completed in June 2007. The existing mortgage, onwhich Rural Development had already agreed to suspend all payments until theproperty was reconstructed, will be assumed by a new Operating Partnership. Theexisting liability will subsequently be removed from Los Caballos II LimitedPartnership.  For tax purposes, thisevent will not be classified as an early extinguishment of debt.

 

Theparcel held by the Los Caballos II partnership will not be the location of thenewly constructed project.  The new project will be on an adjacentproperty outside of the flood zone.  The plan is to have a new OperatingPartnership absorb the mortgage debt from Los Caballos II.  The investmentgeneral partner has requested that RD approve a ‘Transfer of Assets’ that will moveall debt and cash assets of Los Caballos II to a separate entity, but LosCaballos II will retain the land.  If RD accepts this transfer, it willeffectively reduce the Operating Partnership’s total debt from approximately$60,000 to $0, and will leave the land in the name of the Los Caballos IIpartnership.

 

Theproperty was sold on December 15, 2009 without the approval or knowledgeof the investment general partner.  The debt, land, rental assistanceand insurance proceeds were all sold to a new entity that is re-syndicating theproperty at another location.  Theinvestment general partner is in the process of resolving the outstanding legalissues with the operating general partner.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Portales Estates LPto an entity affiliated with the operating general partner for its assumptionof the outstanding mortgage balance of approximately $1,395,236 and cash proceeds to the investment partnership of $47,080. Of the total proceeds received, $5,000 was paid to BCAMLP for expensesrelated to the transfer, which includes third party legal costs.  The remaining proceeds of $42,080 was returned to cash reserves held by Series 12. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the

 

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OperatingPartnership of the proceeds from the sale, net of the overhead and expenses,has been recorded in the amount of $42,080 as of September 30, 2008.

 

InJuly 2008, the investment general partner entered into an agreement totransfer its interest in Burkesville Properties to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $712,364 and cash proceeds to the investment limitedpartner of $27,600.  Of the totalproceeds received, $5,000 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $22,600 werereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the OperatingPartnership of the proceeds from the sale, net of the overhead and expenses,has been recorded in the amount of $22,600 as of September 30, 2008.

 

InJuly 2008, the investment general partner entered into an agreement totransfer its interest in Clarkson Properties, Ltd. to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $714,796 and cash proceeds to the investmentlimited partner of $27,600.  Of the totalproceeds received, $5,000 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $22,600 werereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $22,600 as of September 30,2008.

 

InJuly 2008, the investment general partner entered into an agreement totransfer its interest in Evanwood Properties, Ltd. to an entity affiliatedwith the operating general partner for its assumption of the outstandingmortgage balance of approximately $727,412 and cash proceeds to the investmentlimited partner of $27,600.  Of the totalproceeds received, $5,000 was paid to BCAMLP for expenses related to thetransfer, which includes third party legal costs.  The remaining proceeds of $22,600 werereturned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced the

 

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investmentin the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $22,600 as of September 30, 2008.

 

InJanuary 2009, the investment general partner of RPI LP #22 approved anagreement to sell the property and the transaction was anticipated to close in April 2010but the closing was extended to July 2010. The anticipated sales price for the property is $1,250,000, whichincludes the outstanding mortgage balance of approximately $559,772 and cashproceeds to the investment limited partners of $335,364.  Of the total proceeds anticipated to bereceived, $1,500 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipatedthat $15,000 will be paid to BCAMLP for expenses related to the sale, whichincludes third party legal costs.  Theremaining proceeds from the sale of $318,864 are anticipated to be returned tocash reserves held by Series 12. The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.

 

InFebruary 2009, the investment general partner entered into an agreement totransfer its interest in Waynesboro Associates Limited, LP to a non-affiliatedentity for its assumption of the outstanding mortgage balance of approximately$1,322,785 and cash proceeds to the investment limited partner of $39,684.  Of the total proceeds received, $25,000represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $7,550 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $7,134were returned to cash reserves held by Series 12.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $7,134 as of March 31, 2009.

 

(Series 14).  As of March 31, 2010 and 2009, theaverage Qualified Occupancy for the series was 100%, respectively.  The series had a total of 53 properties at March 31,2010, all of which were at 100% qualified occupancy.

 

Forthe tax years ended December 31, 2009 and 2008, the series, in total,generated $1,137,043 and $(71,839), respectively, in passive tax income(losses)that were passed through to the investors.

 

Asof March 31, 2010 and 2009, the Investments in Operating Partnerships for Series 14was $0.  Investments in OperatingPartnerships were affected by the way the Partnership accounts for suchinvestments, the equity method.  By usingthe equity method the Partnership adjusts its investment cost for its share ofeach Operating Partnership’s results of operations and for any distributionsreceived or accrued.

 

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Forthe years ended March 31, 2010 and 2009, the net income(loss) for series14 was $1,211,018 and ($114,824), respectively. The major components of these amounts are the Fund’s share of incomefrom Operating Partnership, impairment losses, and the fund management fee.

 

BeckwoodManor Six (Cedar View Apartments) is a 32-unit senior complex located inBrinkley, Arkansas.  The OperatingPartnership receives the majority of its rental income from a Section 521rental assistance agreement with Rural Development for 26 units.  As a senior property, nearly all residentsreceive only social security income. Occupancy in 2009 averaged 83%, dropping to 80% in the first quarter of2010.  The issue lies in renting the sixunits without rental assistance. Rents have been reduced in these units andmanagement is aggressively working on increasing occupancy. Weekly ads arebeing run in local and surrounding area newspapers, and fliers have beendistributed across town.  Management plansto distribute fliers in neighboring towns in hopes of attracting moreprospects.  In 2009, the propertyoperated below breakeven due to high operating expenses. These included highadvertising costs due to vacancies, an increase in property taxes, utilityincreases including water and sewer rate increases, and training expenses foradditional staff.  The first quarter of2010 financials indicate reduced administration, maintenance, and utilityexpenses in comparison to the prior year audit and current budget.  Operations appear to have improved, and theproperty is operating slightly above breakeven taking real estate taxes,property insurance, mortgage payments, and reserve deposits intoconsideration.  All mortgage payments andpayables are current.

 

CottonwoodApartments II, A Limited Partnership (Cottonwood Apartments II) is a 24-unitdevelopment located in Cottonport, Louisiana. In the third and fourth quarters of 2008, occupancy fell to 50% and 29%,respectively due to damages sustained during Hurricane Gustav.  There was roof damage on all four buildingsas well as interior damage to approximately fifteen units.  In addition, the office and laundry roomexperienced some flooding.  An insuranceclaim was submitted and proceeds of $414,250 were received.  In addition, a total of $18,000 has beenreceived for lost rents.  All repairswere completed as of August 2009 at which time all units were back online. Occupancy averaged 29% in 2009 and the property operated belowbreakeven.  As of April 20, 2010,the property is 58% occupied.  Accordingto the operating general partner, low vacancy is due to the poor local economy,and a lack of jobs and qualified applicants. A site visit was conducted in March 2010 which confirmed that thelow occupancy is in fact a market issue as there is little to noindustry/commerce in the area.  Theoperating general partner maintains that they are working closely with theon-site manager to market the property to the best of their ability.  They are reaching out to local businesses,the community, and the Chamber of Commerce in an effort to increase occupancywith the use of fliers and by offering rental concessions.  Management decreased rent in the firstquarter in an effort to increase occupancy. On December 31, 2005, the 15-year low income housing tax creditcompliance period expired with respect to Cottonwood Apartments II, A LimitedPartnership. The investment limited partner is in the process of exploringvarious disposition opportunities consistent with the investment objectives ofthe investment partnership.

 

InDecember 2006, the investment general partner of Boston Capital Tax CreditFund II — Series 14, Boston Capital Tax Credit Fund III — Series 17and Series 20 transferred 33% of their interest in College Greene RentalAssociates Limited Partnership to entities affiliated with the operatinggeneral partners for their assumption of one third of the outstanding mortgagebalance.  The cash proceeds received by Series 14,Series 17, and Series 20 were $25,740, $7,919, and $65,341,respectively. Of the proceeds received, $1,950, $599, and $4,951 for Series 14,Series 17, and Series 20, respectively, was paid to BCAMLP forexpenses related to the transfer, which includes third party legal costs.  The remaining proceeds received by Series

 

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14,Series 17, and Series 20 of $23,790, $7,320 and $60,390,respectively, were applied against the investment limited partners’ investmentin the Operating Partnership in accordance with the equity method ofaccounting.   In April 2010, theinvestment limited partner transferred 49% of its interest for $262,209.  Of the proceeds received, $5,200, $1,600 and$13,200 for Series 14, Series 17 and Series 20, respectively,will be paid to BCAMLP for expenses related to the transfer.  The remaining proceeds of $62,974, $19,377and $159,858, respectively, were returned to the cash reserves held by Series 14,Series 17 and Series 20, respectively.  The proceeds were allocated to the investmentlimited partnerships based on their original equity investments in theOperating Partnership.  The remaininginvestment limited partner interest is scheduled to be transferred in March 2011.

 

RosewoodManor, Limited (Rosewood Manor Apartments) is a 43-unit apartment complexlocated in Ellenton, Florida.  Improvedoccupancy allowed the property to operate above breakeven in 2009.  In the first quarter of 2010 the propertycontinued to operate above breakeven.  Asof March 31, 2010 the property was 98% occupied.  To maintain high occupancy, the site manageris continuing to deliver fliers and brochures to all of the local restaurants,shopping malls and housing agencies on a weekly basis. Management was able toincrease their project based rental assistance units from 10 to 19, whichshould further help to maintain strong occupancy. On December 31, 2006,the 15-year low income housing tax credit compliance period expired withrespect to Rosewood Manor, Limited.  Theinvestment general partner is in the process of exploring various dispositionopportunities consistent with the investment objectives of the investmentpartnership.

 

WynnewoodVillage Apartments, Ltd. (Wynnewood Village Apartments) is a 16-unit familyproperty located in Wynnewood, OK. Wynnewood is a small town where population and employment opportunitieshave been consistently declining in recent years. Consequently, WynnewoodVillage has struggled to maintain a stabilized occupancy and to keep operationsabove breakeven.  Requests to RuralDevelopment for additional rental assistance have been denied.  The management company has expanded marketingactivities to include advertisements in surrounding towns and outreach to localagencies for referrals.  These effortshelped increase occupancy to 94% in December 2009; however, occupancyremains a major issue as it averaged only 84% for the year. A rent increasegranted from Rural Development effective January 1, 2009 was implementedand greatly improved the property’s cash flow, but operations remained belowbreakeven in 2009.  Insurance costsincreased 45% in 2009 due to increased insurance claims made in both 2008 and2009.  The operating general partner isnegotiating lower rates with another insurance company in order to decreasepremiums in 2010.  As of March 2010,the property was operating above breakeven and was 88% occupied.  The operating general partner continues tofund deficits as needed.  All taxes,mortgage and insurance payments are current. On December 31, 2007, the15-year low income housing tax credit compliance period expired.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the partnership.

 

DavisVillage Apartments Limited, LP (Davis Village Apartments) is a 44-unit familyproperty located in Davis, OK. The property operated below breakeven in 2008due to low occupancy of 89% and insufficient rents. In 2008, the local areaRural Development had severely limited the items they would allow for use ofthe replacement reserve fund, forcing the property to pay for replacement itemsfrom operations. In 2009, marketing efforts were increased and occupancyimproved to 94%.  Management alsosuccessfully gained approval from Rural Development for a significant amount ofreserve withdrawals, allowing the property to generate cash flow per the 2009audit.  Rural Development approved a$25-$30 rent increase on all units effective January 1, 2010 that is projectedto further improve the property’s cash flow. However, occupancy has decreased to 86% as of March 2010, and theproperty is

 

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operatingbelow breakeven through the first quarter of 2010.  The operating general partner continues tofund all operating deficits. The mortgage, taxes, and insurance payments areall current. On December 31, 2007, the 15-year low income housing taxcredit compliance period expired. The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the partnership.

 

InApril 2008, the investment general partner entered into an agreement totransfer its interest in Okemah Village Apartments, Limited Partnership to anentity affiliated with the operating general partner for its assumption of theoutstanding mortgage balance of approximately $647,815 and cash proceeds to theinvestment partnership of $40,600.  Ofthe total proceeds received, $15,600 represents reporting fees due to anaffiliate of the investment partnership and the balance represents proceedsfrom the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP forexpenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $17,500 werereturned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, has been recorded in the amount of $17,500 as of June 30, 2008.In addition, equity outstanding for the Operating Partnership in the amount of$31,656 was recorded as gain on the sale of the Operating Partnership as of March 31,2009.

 

McCombFamily LP (Pine Ridge Apartments) is a 32-unit development located in McComb,Mississippi.  This property is located ina remote location.  In 2008, occupancyimproved to average 92% for the year and operations improved to above breakevenstatus.  In 2009, occupancy continues toimprove, averaging 95% for the year, with operations above breakevenstatus.  The property’s cash situationhas improved as a result of increased occupancy and rental assistance which wasawarded, and made effective in September 2008. In addition, the lender hasgranted the property a workout plan; specifically, a temporary deferment of themonthly debt service so that necessary improvements can be made. The operatinggeneral partner continues to fund deficits as needed in accordance with theoperating deficit guarantee, which is unlimited in time and amount. All realestate tax, insurance and mortgage payments are current.  On December 31,2006, the 15-year low income housing tax credit compliance period expired.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

JarrattLimited Partnership (Jarratt Village Apartments) is a 24-unit complex locatedin Jarratt, Virginia.  Occupancycontinued to improve throughout 2008 and 2009, averaging 96% in both years,with above breakeven operations.  As of March 31,2010, the property was fully occupied and operations remain abovebreakeven.  The operating general partnercontinues to fund deficits as needed, despite an expired guarantee. Themortgage, taxes, and insurance are current. On December 31, 2006, the 15-year low income housing tax creditcompliance period expired with respect to Jarratt Limited Partnership.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

DuncanVillage Apartments Limited, LP (Duncan Village Apartments) is a 48-unit familyproperty located in Duncan, OK. Occupancy was 96% as of December

 

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2009and averaged 95% for the year. Despite strong occupancy, operations wereprojected to be below breakeven for the year due to fencing and concreterepairs totaling $12,711 and $4,950, respectively. The operating generalpartner informed the investment limited partner that those costs had not beenreimbursed from the replacement reserve account due to Rural Developmentrestrictions.  The 2009 audit confirmedthat withdrawals had indeed been made for those items, and as a result, theproperty operated above breakeven for the year. Rural Development approved a $25 rent increase on all units effective January 1,2010 that is projected to maintain above breakeven operations in 2010.  The property was 94% occupied as of March 31,2010. The mortgage, taxes, and insurance payments are all current. On December 31,2007, the 15-year low income housing tax credit compliance period expired.  The investment general partner is in theprocess of exploring various disposition opportunities consistent with theinvestment objectives of the partnership. 

 

PragueVillage Apartments Limited, LP (Prague Village Apartments) is an 8-unit familyproperty located in Prague, OK. Occupancy was 100% as of December 2009 andaveraged 94% for the year. Despite strong occupancy, operations were belowbreakeven for the year due to increased replacements and insurance costs. Themajority of replacement costs have not been reimbursed from the replacementreserve account due to Rural Development restrictions. Insurance costsincreased 45% in 2009 due to increased insurance claims made in both 2008 and2009.  The operating general partner isnegotiating lower rates with another insurance company in order to decreasepremiums in 2010.  Rural Developmentapproved a $45-55 rent increase on all units effective January 1, 2010that is projected to bring operations back above breakeven in 2010.  The property operated above breakeven and wasfully occupied as of March 31, 2010. The operating general partnercontinues to fund all operating deficits. The mortgage, taxes, and insurancepayments are all current. On December 31, 2007, the 15-year low incomehousing tax credit compliance period expired. The investment general partner isin the process of exploring various disposition opportunities consistent withthe investment objectives of the partnership.

 

ScottPartners, LP (Lafayette Gardens) is a 56-unit apartment complex located inScott, Louisiana. In 2009, the property operated below breakeven due to adecrease in occupancy and an increase in operating expenses.  The property manager increased occupancy to94% by the end of December 2009. During the first quarter of 2010, low occupancy, high bad debt, and highmaintenance expenses continued and as a result the property operated belowbreakeven.  Management focused oncollection efforts and worked diligently to reduce bad debt.  As a result, by the end of the first quarter,bad debt was no longer an issue. Occupancy ended the first quarter at 89%.  According to management, traffic to the siteremained consistent during the first quarter. However, most of the prospective residents did not meet the incomerequirements of the property.  Managementmaintains its marketing and outreach efforts and occupancy increased to themid-90s subsequent to the first quarter. The increase in maintenance expenses is the result of turnover costsincurred to make units rent ready.  Theoperating deficit guarantee is unlimited in time and amount.  All real estate tax, mortgage, and insurancepayments are current.  On December 31,2005 the Low Income Housing Tax Credit compliance period ended.  The investment general partner is in the processof exploring various disposition opportunities consistent with the investmentobjectives of the investment partnership.

 

InDecember 2007, the investment general partner transferred 50% of theinvestment partnership interest in Portville Square Apartments LP to an entityaffiliated with the operating general partner for its assumption of half theoutstanding mortgage balance of approximately $425,921 and cash proceeds to theinvestment limited partner of $0.  Theremaining 50% investment limited partner interest in the Operating Partnershipwas

 

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transferredin December 2008 for the assumption of the remaining mortgage balanceoutstanding and proceeds of $0.  Inaddition, the investment general partner on behalf of the investment limitedpartnership entered into an agreement with the Operating Partnership forreceipt of a residual payment.  Under theterms of the residual agreement, if the property owned by the OperatingPartnership is refinanced or sold, on or before December 18, 2013, therewould be a residual payment of the capital transaction proceeds distributableto the investment limited partnership in accordance with the OperatingPartnership Agreement in effect at the date the investment limited partnershiptransferred its interest.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment limited partner’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of theOperating Partnership has been recorded.

 

InNovember 2009, the operating general partner of Carleton Court enteredinto an agreement to sell the property and the transaction closed on December 23,2009.  The sales price of the propertywas $2,342,012, which includes the outstanding mortgage balance of approximately$2,342,011 and cash proceeds to the investment partnership of $0.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, no gain on thesale of the Operating Partnership has been recorded.

 

InDecember 2007, the investment general partner transferred 50% of the investmentpartnership interest in Belmont Village Court to an entity affiliated with theoperating general partner for its assumption of half the outstanding mortgagebalance of approximately $450,438 and cash proceeds to the investment limitedpartner of $0.  The remaining 50%investment limited partner interest in the Operating Partnership wastransferred in December 2008 for the assumption of the remaining mortgagebalance outstanding and proceeds of $0. In addition, the investment general partner on behalf of the investmentlimited partnership entered into an agreement with the Operating Partnershipfor receipt of a residual payment.  Underthe terms of the residual agreement, if the property owned by the Operating Partnershipis refinanced or sold, on or before December 18, 2013, there would be aresidual payment of the capital transaction proceeds distributable to theinvestment limited partnership in accordance with the Operating PartnershipAgreement in effect at the date the investment limited partnership transferredits interest. Annual losses generated by the Operating Partnership, which wereapplied against the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of theOperating Partnership has been recorded.

 

InDecember 2007, the investment general partner transferred 50% of theinvestment partnership interest in Harrison City Associates, a Limited Partnershipto an entity affiliated with the operating general partner for its assumptionof half the outstanding mortgage balance of approximately $716,719 and cashproceeds to the investment limited partner of $0.  The remaining 50% investment limited partnerinterest in the Operating Partnership was transferred in December 2008 forthe assumption of the remaining mortgage balance outstanding and proceeds of$0.  In addition, the investment generalpartner on behalf of the investment limited partnership entered into anagreement with the Operating Partnership for receipt of a residualpayment.  Under the terms of the residualagreement if the property owned by the Operating Partnership is refinanced orsold, on or before December 18, 2013, there would be a residual payment ofthe capital

 

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transactionproceeds distributable to the investment limited partnership in accordance withthe Operating Partnership Agreement in effect at the date the investmentlimited partnership transferred its interest. Annual losses generated by the Operating Partnership, which were appliedagainst the investment limited partner’s investment in the OperatingPartnership in accordance with the equity method of accounting, had previouslyreduced the investment in the Operating Partnership to zero.  Accordingly, no gain on the transfer of the OperatingPartnership has been recorded.

 

InDecember 2007, the investment general partner transferred 50% of theinvestment partnership interest in Tionesta Manor, a Limited Partnership to anentity affiliated with the operating general partner for its assumption of halfthe outstanding mortgage balance of approximately $690,817 and cash proceeds tothe investment limited partner of $0. The remaining 50% investment limited partner interest in the OperatingPartnership was transferred in December 2008 for the assumption of theremaining mortgage balance outstanding and proceeds of $0.  In addition, the investment general partneron behalf of the investment limited partnership entered into an agreement withthe Operating Partnership for receipt of a residual payment.  Under the terms of the residual agreement, ifthe property owned by the Operating Partnership is refinanced or sold, on orbefore December 18, 2013, there would be a residual payment of the capitaltransaction proceeds distributable to the investment limited partnership inaccordance with the Operating Partnership Agreement in effect at the date theinvestment limited partnership transferred its interest.  Annual losses generated by the OperatingPartnership, which were applied against the investment limited partner’sinvestment in the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, no gain on thetransfer of the Operating Partnership has been recorded.

 

InJanuary 2008, the investment general partner of Navapai Associatesapproved an agreement to sell the property and the transaction closed on November 24,2008. The sales price for the property was $982,030, which includes theoutstanding mortgage balance of approximately $852,030 and cash proceeds to theinvestment partnership of $101,427.  Ofthe total proceeds received, $9,000 was paid to BCAMLP for expenses related tothe sale, which includes third party legal costs.  The remaining proceeds from the sale of$92,427 were returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $92,427 as of December 31, 2008.

 

InJanuary 2008, the investment general partner of Chaparral Associatesapproved an agreement to sell the property and the transaction closed on November 24,2008.  The sales price for the propertywas $772,020, which includes the outstanding mortgage balance of approximately$672,020 and cash proceeds to the investment partnership of $113,807.  Of the total proceeds received, $9,000 waspaid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds fromthe sale of $104,807 were returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of the

 

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investmentpartnership. After all outstanding obligations of the investment partnershipare satisfied, any remaining monies will be distributed based on the number ofBACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $104,807 as of December 31,2008.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Excelsior SpringsProperties LP to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately $603,539 and cash proceeds to the investmentpartnership of $25,680.   Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $20,680 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $20,680 as of September 30, 2008.

 

InAugust 2008, the investment general partner entered into an agreement totransfer its interest in Smithville Properties,LP to an entity affiliated with the operating general partner for itsassumption of the outstanding mortgage balance of approximately $1,205,936 and cash proceeds to the investmentpartnership of $51,360.   Of the total proceeds received, $5,000 waspaid to BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of $46,360 were returned to cash reserves held by Series 14. The monies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $46,360 as of September 30, 2008.

 

InMay 2008, the investment general partner entered into an agreement totransfer its interest in San Jacinto Investors II to an entity affiliated withthe operating general partner for its assumption of the outstanding mortgagebalance of approximately $2,295,150 and cashproceeds to the investment partnership of $250,000.  The transaction closed on January 1,2010.  Of the total proceeds received,$3,102 represents reporting fees due to an affiliate of the investmentpartnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $15,000 will bepaid to BCAMLP for expenses related to the transfer, which includes third party

 

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legalcosts.  The remaining proceeds of$231,898 will be returned to cash reserves held by Series 14.  The moniesheld in cash reserves will be utilized to pay current operating expenses,accrued but unpaid asset management fees, and accrued but unpaid expenses ofthe investment partnership.  After alloutstanding obligations of the investment partnership are satisfied, anyremaining monies will be distributed based on the number of BACs held by eachinvestor at the time of distribution. Annual losses generated by the Operating Partnership, which were appliedagainst the investment partnership’s investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, will be recorded in the amount of $231,898 as of March 31, 2010.

 

InJuly 2008, the investment general partner of Capital Housing Associatesapproved an agreement to sell the property and the transaction closed on October 31,2008. The sales price for the property was $1,887,961, which includes theoutstanding mortgage balance of approximately $1,121,367 and cash proceeds tothe investment limited partners of $450,000. Of the total proceeds received, $15,000 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$435,000 were returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, has been recorded inthe amount of $435,000 as of December 31, 2008.  On March 26, 2009, additional saleproceeds of $34,470 were received.  Theadditional sale proceeds were returned to the cash reserves held by Series 14and an additional gain on the sale of the Operating Partnership has beenrecorded for amount received.

 

InOctober 2008, the investment general partner of Breckenridge Apartmentsapproved an agreement to sell the property and the transaction closed in September 2009.  The sales price for the property was$901,201, which includes the outstanding mortgage balance of approximately$831,201 and cash proceeds to the investment limited partners of $48,154.  Of the total proceeds received, $15,000 willbe paid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds fromthe sale of $33,154 were returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, has been recorded in the amount of $33,154 as of September 30,2009.  The sale of the OperatingPartnership has been recognized as of September 30, 2009, but the saleproceeds were received in October 2009.

 

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InOctober 2008, the investment general partner of Sioux Falls HousingAssociates Two LP approved an agreement to sell the property and thetransaction closed on January 29, 2009. The sales price for the property was $1,718,820, which includes theoutstanding mortgage balance of approximately $776,311 and cash proceeds to theinvestment limited partners of $641,318. Of the total proceeds received, $15,000 was paid to BCAMLP for expensesrelated to the sale, which includes third party legal costs.  The remaining proceeds from the sale of$626,318 were returned to cash reserves held by Series 14.  The monies held in cash reserveswill be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investmentpartnership are satisfied, any remaining monies will be distributed basedon the number of BACs held by each investor at the time of distribution. Annuallosses generated by the Operating Partnership, which were applied against theinvestment limited partnership investment in the Operating Partnership inaccordance with the equity method of accounting, had previously reduced theinvestment limited partnership investment in the Operating Partnership to$14,596. Accordingly, a gain on the sale of the Operating Partnership, net ofthe overhead and expense reimbursement, has been recorded in the amount of$611,722 as of March 31, 2009.  In August 2009,additional sale proceeds of $25,549 were received and returned to the cashreserves held by Series 14.

 

InJanuary 2009, the investment general partner of Boston Capital Tax CreditFund I - Series 3 and Series 14, respectively, entered into anagreement to transfer its interests in Lakewood Terrace Limited Partnership toan entity affiliated with the operating general partner for its assumption ofthe outstanding mortgage balance of approximately $2,974,769 and cash proceedsto the investment limited partnerships of $100. Of the total proceeds received,$44 from Series 3 and $56 from Series 14, respectively, was returnedto cash reserves held by Series 3 and Series 14, respectively. Themonies held in cash reserves will be utilized to pay current operatingexpenses, accrued but unpaid asset management fees, and accrued but unpaidexpenses of the investment partnership. After all outstanding obligations of the investment partnership aresatisfied, any remaining monies will be distributed based on the number of BACsheld by each investor at the time of distribution. Annual losses generated bythe Operating Partnership, which were applied against the investment limitedpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment limitedpartnership investment in the Operating Partnership to zero. Accordingly, a $44and $56 gain on the transfer of the Operating Partnership for Series 3 andSeries 14, respectively, has been recorded as of February 28, 2009.

 

RainierManor Associates (Rainier Manor Apartments) is a 104-unit family developmentlocated in Mount Rainier, MD. The property was constructed in 1993. At the timeof construction, the general contractor installed the waterproofing system forthe buildings improperly. As a result of the improper installation andsubsequent slow leaks, the operating general partner recently became aware ofsevere structural deficiencies at the property. Two units are currently out ofservice, but there have been no reports of mold growth. An engineering reportwas conducted and estimated costs of repair are $1,300,000. The operatinggeneral partner has indicated an intention to refinance the debt and take outsufficient capital in order to make the necessary repairs. As there is alockout period on the prepayment of the debt, the operating general partner isin negotiations with the lender to allow for early prepayment.  To help expedite the negotiations, theoperating general partner has not made the December or January mortgagepayments, hoping to work out the issue and reduce the pre-payment penalty.  The investment general partner is awaiting aresponse from the lender and will coordinate with the operating general partnerto explore all disposition options.  Theproperty operated below breakeven in 2008 with 91% average

 

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occupancy.  As of December 2009, occupancy was 82%and operations returned to above breakeven status.  The Operating Partnership’s 15-year lowincome housing tax credit compliance period expired on December 31,2007.  The investment general partnerwill continue to explore various disposition opportunities consistent with theinvestment objectives of the investment partnership.

 

InFebruary 2010, the operating general partner of Rainer Manor Associates LPapproved an agreement to sell the property and the transaction is scheduled toclose in July 2010.  The anticipatedsales price for the property is $3,300,000, which includes the outstandingmortgage balance of approximately $3,293,443 and cash proceeds to theinvestment partnerships of $0.  There areno proceeds from the sale anticipated to be returned to cash reserves held by Series 14and Series 15, respectively.  Themonies held in cash reserves will be utilized to paycurrent operating expenses, accrued but unpaid asset management fees, andaccrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies willbe distributed based on the number of BACs held by each investor at thetime of distribution.

 

InOctober 2009, the investment general partner transferred its interest inDerby Housing Associates to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$1,049,178 and cash proceeds to the investment limited partner of$720,000.  Of the total proceedsreceived, $7,600 will be paid to BCAMLP for expenses related to the transfer,which includes third party legal costs. The remaining proceeds of $712,400 will be returned to cash reservesheld by Series 14.  The monies heldin cash reserves will be utilized to pay current operating expenses, accruedbut unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership.  After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor at thetime of distribution.  Annual lossesgenerated by the Operating Partnership, which were applied against theinvestment partnership’s investment in the Operating Partnership in accordancewith the equity method of accounting, had previously reduced the investment inthe Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, was recorded in theamount of $712,400 as of December 31, 2009.

 

ColoradoCity Seniors (Colorado City Seniors Apartments) Ltd is a 24-unit elderlydevelopment located in Colorado City, Texas. Occupancy averaged 93% in 2009 and the property operated above breakevenfor the year. There was a large increase in maintenance costs of approximately$12,000 in 2009 due to several windstorms over the course of the year.  Over the first quarter of 2010, operatingexpenses have corrected back to historic levels and the property continues tooperate above breakeven.  All real estatetax, mortgage, and insurance payments are current.

 

HughesSprings Seniors (Hughes Springs Seniors Apartments) is a 32-unit elderlydevelopment located in Hughes Springs, TX. The property performed well in 2008 with average occupancy of 93%.  Average occupancy for 2009 was 90% and the propertyoperated below breakeven for the year. The below breakeven performance was due to an increase in operatingexpenses, specifically maintenance. According to the operating general partner, there was a major water leakon site in addition to tree removal and sinkhole repair costs.  In 2010, occupancy has averaged 91% through thefirst quarter and the property is now operating above breakeven.  Expenses have corrected back to normallevels.  The Operating Partnership’s15-year low income housing tax credit compliance period expired on December 31,2005.  The investment general partner isin the process of exploring various disposition opportunities consistent withthe investment objectives of the investment partnership.

 

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InDecember 2009, the investment general partner transferred its interest inAmherst Limited Partnership to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$1,509,804 and cash proceeds to the investment limited partner of $50,000.  Of the total proceeds received, $500represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $10,000 was paidto BCAMLP for expenses related to the transfer, which includes third partylegal costs.  The remaining proceeds of$39,500 will be returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses generated bythe Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, was recorded in theamount of $39,500 as of December 31, 2009.

 

InDecember 2009, the investment general partner transferred its interest inFour Oaks Village LP to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately$855,453 and cash proceeds to the investment limited partner of $93,940.  Of the total proceeds received, $5,075represents reporting fees due to an affiliate of the investment partnership;$10,050 represents a credit recovery loan due to the investment limited partnerand the balance represents proceeds from the transfer.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $81,365will be returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, was recorded in the amount of $81,365 as of December 31,2009.

 

InDecember 2009, the investment general partner transferred its interest inHillmont Village LP to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately$845,720 and cash proceeds to the investment limited partner of $93,989.  Of the total proceeds received, $4,380represents reporting fees due to an affiliate of the investment partnership;$11,352 represents a credit recovery loan due to the investment limited partnerand the balance represents proceeds from the transfer.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $82,109will be returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time ofdistribution.  Annual losses

 

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generatedby the Operating Partnership, which were applied against the investmentpartnership’s investment in the Operating Partnership in accordance with theequity method of accounting, had previously reduced the investment in theOperating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of theproceeds from the sale, net of the overhead and expenses, was recorded in theamount of $82,109 as of December 31, 2009.

 

InDecember 2009, the investment general partner transferred its interest inOakland Village LP to an entity affiliated with the operating general partnerfor its assumption of the outstanding mortgage balance of approximately$816,708 and cash proceeds to the investment limited partner of $118,126.  Of the total proceeds received, $1,062represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of$109,564 will be returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, was recorded in the amount of $109,564 as of December 31,2009.

 

InDecember 2009 the investment general partner transferred its interest inStanardsville Village LP to an entity affiliated with the operating generalpartner for its assumption of the outstanding mortgage balance of approximately$559,928 and cash proceeds to the investment limited partner of $17,000.  Of the total proceeds received, $6,795represents reporting fees due to an affiliate of the investment partnership andthe balance represents proceeds from the transfer.  Of the remaining proceeds, $7,500 was paid toBCAMLP for expenses related to the transfer, which includes third party legalcosts.  The remaining proceeds of $2,705will be returned to cash reserves held by Series 14.  The monies held in cash reserves will beutilized to pay current operating expenses, accrued but unpaid asset managementfees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of theinvestment partnership are satisfied, any remaining monies will be distributedbased on the number of BACs held by each investor at the time of distribution.  Annual losses generated by the OperatingPartnership, which were applied against the investment partnership’s investmentin the Operating Partnership in accordance with the equity method ofaccounting, had previously reduced the investment in the Operating Partnershipto zero.  Accordingly, a gain on the saleof the Operating Partnership of the proceeds from the sale, net of the overheadand expenses, was recorded in the amount of $2,705 as of December 31,2009.

 

InDecember 2009, the operating general partner of Village Terrace LimitedPartnership entered into an agreement to sell the property and the transactionclosed on January 8, 2010.  Thesales price of the property was $1,185,000, which includes the outstandingmortgage balance of approximately $568,565 and cash proceeds to the investmentpartnership of $334,852.  Of the totalproceeds received, $112,000 represents reporting fees due to an affiliate ofthe investment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $15,000 will bepaid to BCAMLP for expenses related to the sale, which includes third partylegal costs.  The remaining proceeds fromthe sale of $207,852 was returned to cash reserves

 

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heldby Series 14.  In February 2010,additional sale proceeds of $3,056 were received and returned to the cashreserves held by Series 14.  Themonies held in cash reserves will be utilized to pay currentoperating expenses, accrued but unpaid asset management fees, and accrued butunpaid expenses of the investment partnership. After all outstandingobligations of the investment partnership are satisfied, any remaining monieswill be distributed based on the number of BACs held by each investor atthe time of distribution. Annual losses generated by the Operating Partnership,which were applied against the investment partnership’s investment in theOperating Partnership in accordance with the equity method of accounting, hadpreviously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of theOperating Partnership of the proceeds from the sale, net of the overhead andexpenses, was recorded in the amount of $210,908 as of March 31, 2010.

 

TopshamHousing Associates (Greenleaf Apartments) is a 21 unit apartment complexlocated in Bowdoinham, ME.  In 2009, theproperty operated above breakeven. However, the Operating Partnership wasflagged with a going concern opinion as a result of a tax lien filed by thecounty for delinquent taxes.  Theoperating general partner has advised that the delinquent taxes will be paid inthe second quarter and the tax lien will be cleared.  The investment general partner will continuediscussions with the operating general partner to monitor this issue.  Through the first quarter of 2010, theproperty continued to operate above breakeven. As of March 31, 2010 the property was 90% occupied. The property iscurrent on mortgage and insurance.

 

WesleyVillage Associates is a 36-unit apartment complex located in Martinsburg, WestVirginia.  In 2009, the property operatedbelow breakeven due to increased administrative and maintenance expenses.  Management discovered that the maintenance personnelhad indicated work was completed when it was still outstanding. As a result, inthe first quarter of 2010, management inspected all units at the property andfound additional units in need of extensive repair.  The property continued to operate belowbreakeven in the first quarter due to high deferred maintenance expenses.  In February 2010, management hired twoadditional maintenance staff members to correct the deficiencies.  The additional maintenance payroll expensewill temporarily cause an increase to administrative expenses but managementwill return to normal staffing once all deferred items have been corrected. Asof March 31,2010 the property was 100% occupied. The operating generalpartner continues to advance funds and accrue affiliated management companyfees to fund operating deficits.  Alltaxes, insurance, and mortgage payments are current.  On December 31, 2005 the Low IncomeHousing Tax Credit compliance period ended. The investment general partner is in the process of exploring variousdisposition opportunities consistent with the investment objectives of theinvestment partnership.

 

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OffBalance Sheet Arrangements

 

None.

 

PrincipalAccounting Policies and Estimates

 

Thefinancial statements are prepared in accordance with accounting principlesgenerally accepted in the United States of America (GAAP), which require thePartnership to make various estimates and assumptions.  The following section is a summary of someaspects of those accounting policies that may require subjective or complexjudgments and are most important to the portrayal of the Partnership’sfinancial condition and results of operations. The Partnership believes that there is a low probability that the use ofdifferent estimates or assumptions in making these judgments would result inmaterially different amounts being reported in the financial statements.

 

ThePartnership is required to assess potential impairments to its long-livedassets, which are primarily investments in limited partnerships.  The Partnership accounts for its investmentin limited partnerships in accordance with the equity method of accountingsince the Partnership does not control the operations of the OperatingPartnerships. The purpose of an impairment analysis is to verify that the realestate investment balance reflected on the balance sheet does not exceed thevalue of the underlying investments.

 

Ifthe book value of the Partnership’s investment in an Operating Partnershipexceeds the estimated value derived by management, which generally consists ofthe remaining future Low-Income Housing Credits allocable to the Partnershipand the estimated residual value to the Partnership, the Partnership reducesits investment in the Operating Partnership and includes this reduction inequity in loss of investment of limited partnerships.

 

GAAPprovides guidance on when a company should include the assets, liabilities, andactivities of a variable interest entity (“VIE”) in its financial statementsand when it should disclose information about its relationship with a VIE.  A VIE is a legal structure used to conductactivities or hold assets, which must be consolidated by a company if it is theprimary beneficiary because it absorbs the majority of the entity’s expectedlosses, the majority of the expected returns, or both.

 

Basedon this guidance, the Operating Partnerships in which the Partnership investsmeet the definition of a VIE.  However,management does not consolidate the Partnership’s interests in these VIEs underthis guidance, as it is not considered to be the primary beneficiary.  The Partnership currently records the amountof its investment in these partnerships as an asset on its balance sheet,recognizes its share of partnership income or losses in the statements ofoperations, and discloses how it accounts for material types of theseinvestments in its financial statements.

 

ThePartnership’s balance in investment in Operating Partnerships, plus the risk ofrecapture of tax credits previously recognized on these investments, representsits maximum exposure to loss.  ThePartnership’s exposure to loss on these partnerships is mitigated by the conditionand financial performance of the underlying properties as well as the strengthof the local general partners and their guarantee against credit recapture.

 

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RecentAccounting Changes

 

InJune 2006, accounting guidance for Accounting for Uncertainty in IncomeTaxes, an interpretation of the accounting guidance for Accounting for IncomeTaxes, was issued.  This requires alltaxpayers to analyze all material positions they have taken or plan to take inall tax returns that have been filed or should have been filed with all taxingauthorities for all years still subject to challenge by those taxingauthorities. The Partnership has elected to be treated as a pass-through entityfor income tax purposes and, as such, is not subject to income taxes.  Rather, all items of taxable income,deductions and tax credits are passed through to and are reported by its ownerson their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is basedon its legal status as a Partnership. Accordingly, the Partnership is notrequired to take any tax positions in order to qualify as a pass-through entity.  The Partnership is required to file and doesfile tax returns with the Internal Revenue Service and other taxingauthorities.  Accordingly, thesefinancial statements do not reflect a provision for income taxes and thePartnership has no other tax positions, which must be considered fordisclosure.

 

InSeptember 2006, the Financial Accounting Standards Board (“FASB”) issuedaccounting guidance for Fair Value Measurements, which defines fair value,establishes a framework for measuring fair value and expands disclosure aboutfair value measurements. This guidance is effective for financial statementsissued for fiscal years beginning after November 15, 2007 and shall beapplied prospectively except for very limited transactions.  In February 2008, the FASB delayed forone year implementation of the guidance as it pertains to certain non-financialassets and liabilities. The Partnership adopted GAAP for Fair ValueMeasurements effective April 1, 2008, except as it applies to thosenon-financial assets and liabilities, for which the effective date was April 1,2009. The Partnership has determined that adoption of this guidance has nomaterial impact on the Partnership’s financial statements.

 

InFebruary 2007, the FASB issued accounting guidance for The Fair ValueOption for Financial Assets and Financial Liabilities. This guidance permitsentities to choose to measure many financial instruments and certain otheritems at fair value.  The fair valueelection is designed to improve financial reporting by providing entities withthe opportunity to mitigate volatility in reported earnings caused by measuringrelated assets and liabilities differently without having to apply complexhedge accounting provisions. It is effective for fiscal years beginning after November 15,2007.  On April 1, 2008, thePartnership adopted GAAP for The Fair Value Option for Financial Assets andFinancial Liabilities and elected not to apply the provisions to its eligiblefinancial assets and financial liabilities on the date of adoption.Accordingly, the initial application of the guidance had no effect on thePartnership.

 

InNovember 2008, the FASB issued accounting guidance on Equity MethodInvestment Accounting Considerations that addresses how the initial carryingvalue of an equity method investment should be determined, how an impairmentassessment of an underlying indefinite-lived intangible asset of an equitymethod investment should be performed, how an equity method investee’s issuanceof shares should be accounted for, and how to account for a change in aninvestment from the equity method to the cost method. This guidance iseffective in fiscal years beginning on or after December 15, 2008,and interim periods within those fiscal years. The Partnership adopted theguidance for the interim quarterly period beginning April 1, 2009. Theimpact of adopting it does not have a material impact on the Partnership’sfinancial condition or results of operations.

 

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RecentAccounting Changes - Continued

 

InApril 2009, the FASB issued accounting guidance for Interim Disclosuresabout Fair Value of Financial Instruments.  This requires disclosureabout the method and significant assumptions used to establish the fair valueof financial instruments for interim reporting periods as well as annualstatements.  It became effective for American Affordable Housing IIL.P. as of and for the interim period ended June 30, 2009 and has noimpact on the Partnership’s financial condition or results of operations.

 

InMay 2009, the FASB issued guidance regarding subsequent events, which wassubsequently updated in February 2010. This guidance established generalstandards of accounting for and disclosure of events that occur after thebalance sheet date but before financial statements are issued or are availableto be issued. In particular, this guidance sets forth the period after thebalance sheet date during which management of a reporting entity shouldevaluate events or transactions that may occur for potential recognition ordisclosure in the financial statements, the circumstances under which an entityshould recognize events or transactions occurring after the balance sheet datein its financial statements, and the disclosures that an entity should makeabout events or transactions that occurred after the balance sheet date. Thisguidance was effective for financial statements issued for fiscal years and interimperiods ending after June 15, 2009, and was therefore adopted by thePartnership for the quarter ended June 30, 2009. The adoption did not havea significant impact on the subsequent events that the Partnership reports,either through recognition or disclosure, in the financial statements. In February 2010,the FASB amended its guidance on subsequent events to remove the requirement todisclose the date through which an entity has evaluated subsequent events,alleviating conflicts with current SEC guidance. This amendment was effectiveimmediately and therefore the Partnership did not include the disclosure inthis Form 10-K.

 

InJune 2009, the FASB issued an amendment to the accounting and disclosurerequirements for the consolidation of variable interest entities (VIEs). The amended guidance modifies the consolidation model to one based on controland economics, and replaces the current quantitative primary beneficiaryanalysis with a qualitative analysis. The primary beneficiary of a VIE will bethe entity that has (1) the power to direct the activities of the VIE thatmost significantly impact the VIE’s economic performance and (2) theobligation to absorb losses or receive benefits that could potentially besignificant to the VIE.  If multiple unrelated parties share such power,as defined, no party will be required to consolidate the VIE. Further, theamended guidance requires continual reconsideration of the primary beneficiaryof a VIE and adds an additional reconsideration event for determination ofwhether an entity is a VIE.  Additionally, the amendment requires enhancedand expanded disclosures around VIEs.  This amendment is effective forfiscal years beginning after November 15, 2009.  The adoption of thisguidance on April 1, 2010 is not expected to have a material effect on thePartnership’s financial statements.

 

InJune 2009, the FASB issued the Accounting Standards Codification(Codification).  Effective July 1,2009, the Codification is the single source of authoritative accounting principlesrecognized by the FASB to be applied by non-governmental entities in thepreparation of financial statements in conformity with GAAP.  The Codification is intended to reorganize,rather than change, existing GAAP. Accordingly, all references to currently existing GAAP have been removedand have been replaced with plain English explanations of the Partnership’saccounting policies.  The adoption of theCodification did not have a material impact on the Partnership’s financialposition or results of operations.

 

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| Item 7a. | Quantitative and Qualitative Disclosure About Market  Risk                                                                                                       |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                             |
|     | Not  Applicable                                                                                                                                                  |
|     |                                                                                                                                                             |
| Item 8.  | Financial  Statements and Supplementary Data                                                                                                                     |
|     |                                                                                                                                                             |
|     | The  financial statements of the Partnership are listed in Item 15 as being filed  as a part of this Report as Exhibits 13 are incorporated herein by reference. |
|     |                                                                                                                                                             |
| Item 9.  | Changes  in and Disagreements with Accountants on Accounting and Financial Disclosure                                                                            |
|     |                                                                                                                                                             |
|     | None.                                                                                                                                                            |

 

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| Item  9a. | Controls &  Procedures |
|-----------|---------------------------------|
|      |                            |   |
|      | (a)                             | Evaluation of Disclosure  Controls and Procedures |
|      |                            | As of the end of the  period covered by this report, the Partnership’s general partner, under the  supervision and with the participation of the Principal Executive Officer and  Principal Financial Officer of C&M Management, Inc., carried out an  evaluation of the effectiveness of the Partnership’s “disclosure controls and  procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-15  and 15d-15. Based on that evaluation, the Principal Executive Officer and  Principal Financial Officer have concluded that as of the end of the period  covered by this report, the Partnership’s disclosure controls and procedures  were adequate and effective in timely alerting them to material information  relating to the Partnership required to be included in the Partnership’s  periodic SEC filings. |
|      |                            |   |
|      | (b)                             | Management’s Annual Report  on Internal Control over Financial Reporting |
|      |                            |   |
|      |                            | Management of the  Partnership is responsible for establishing and maintaining adequate internal  control over financial reporting (as defined in Rule 13a-15(f) under  the Exchange Act). The Partnership’s internal control system over financial  reporting is designed to provide reasonable assurance to the Partnership’s  management regarding the reliability of financial reporting and the  preparation of financial statements for external purposes of accounting  principles generally accepted in the United States. Due to inherent  limitations, an internal control system over financial reporting may not  prevent or detect misstatements. Therefore, even those systems determined to  be effective can provide only reasonable assurance of achieving their control  objectives. |
|      |                            |   |
|      |                            | The Partnership’s general  partner, under the supervision and with the participation of the Principal  Executive Officer and Principal Financial Officer of Boston Capital  Associates II LP, assessed the effectiveness of the Partnership’s internal  controls and procedures over financial reporting as of March 31, 2010.  In making this assessment, the Partnership’s management used the criteria set  forth by the Committee of Sponsoring Organizations of the Treadway Commission  (COSO) in Internal Control - Integrated Framework. Based on this assessment,  management believes that, as of March 31, 2010, the Partnership’s  internal control over financial reporting was effective. |
|      |                            |   |
|      |                            | This annual report does  not include an attestation report of the Partnership’s registered public  accounting firm regarding internal control over financial reporting.  Management’s report was not subject to  attestation by the Partnership’s registered public accounting firm pursuant  to temporary rules of the Securities and Exchange Commission that permit  the Fund to provide only management’s report in this annual report. |
|      |                            |   |
|      | (c)                             | Changes in Internal  Controls |
|      |                            |   |
|      |                            | There were no changes in  the Partnership’s internal control over financial reporting that occurred  during the quarter ended March 31, 2010 that materially affected, or are  reasonably likely to materially affect, the Partnership’s internal control  over financial reporting. |

 

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PART III

 
| Item 10. | Directors,  Executive Officers and Corporate Governance |
|----------|---------------------------------------------------------|
|     |                                                    |
|     | (a), (b), (c), (d) and (e)                    |

 

ThePartnership has no directors or executives officers of its own.  The following biographical information ispresented for the partners of the general partners and affiliates of thosepartners, including Boston Capital Partners, Inc. (“Boston Capital”), withprincipal responsibility for the Partnership’s affairs.

 

**John P.Manning**, age 61, is co-founder, and since 1974 has been the President andChief Executive Officer, of Boston Capital Corporation. As co-founder and CEOof Boston Capital, Mr. Manning’s primary responsibilities includestrategic planning, business development and the continued oversight of newopportunities. In addition to his responsibilities at Boston CapitalCorporation, Mr. Manning is a proactive leader in the multifamily realestate industry. He served in 1990 as a member of the Mitchell-Danforth TaskForce, which reviewed and suggested reforms to the Low Income Housing TaxCredit program. He was the founding President of the Affordable Housing TaxCredit Coalition and is a former member of the board of the National LeasedHousing Association. During the 1980s, he served as a member of theMassachusetts Housing Policy Committee as an appointee of the Governor ofMassachusetts. In addition, Mr. Manning has testified before the U.S.House Ways and Means Committee and the U.S. Senate Finance Committee on thecritical role of the private sector in the success of the Low Income HousingTax Credit. In 1996, President Clinton appointed him to the President’sAdvisory Committee on the Arts at the John F. Kennedy Center for the PerformingArts. In 1998, President Clinton appointed Mr. Manning to the President’sExport Council, the premiere committee comprised of major corporate CEOs thatadvise the President on matters of foreign trade and commerce. In 2003, he wasappointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manningsits on the Board of Directors of the John F. Kennedy Presidential Library inBoston where he serves as Chairman of the Distinguished Visitors Program. He isalso on the Board of Directors of the Beth Israel Deaconess Medical Center inBoston. Mr. Manning is a graduate of Boston College.

 

Mr. Manningis the managing member of Boston Associates. Mr. Manning is also theprincipal of Boston Capital Corporation. While Boston Capital is not a directsubsidiary of Boston Capital Corporation, each of the entities is under thecommon control of Mr. Manning.

 

**Jeffrey H. Goldstein,**age 48, is Chief OperatingOfficer and has been the Director of Real Estate of Boston Capital Corporationsince 1996. He directs Boston Capital Corporation’s comprehensive real estateservices, which include all aspects of origination, underwriting, due diligenceand acquisition. As COO, Mr. Goldstein is responsible for the financialand operational areas of Boston Capital Corporation and assists in the designand implementation of business development and strategic planning objectives. Mr. Goldsteinpreviously served as the Director of the Asset Management division as well asthe head of the dispositions and troubled assets group. Utilizing his 16 yearsexperience in the real estate syndication and development industry, Mr. Goldsteinhas been instrumental in the diversification and expansion of Boston CapitalCorporation’s businesses. Prior to joining Boston

 

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Capital Corporation in 1990, Mr. Goldstein was Manager of Financefor A.J. Lane & Co., where he was responsible for placing debt on allnew construction projects and debt structure for existing apartment properties.Prior to that, he served as Manager for Homeowner Financial Services, afinancial consulting firm for residential and commercial properties, and workedas an analyst responsible for budgeting and forecasting for the New York CityCouncil Finance Division. He graduated from the University of Colorado andreceived his MBA from Northeastern University.

 

**Kevin P. Costello,**age 63, is Executive VicePresident and has been the Director of Institutional Investing of BostonCapital Corporation since 1992 and serves on the firm’s Executive Committee. Heis responsible for all corporate investment activity and has spent over 20years in the real estate syndication and investment business. Mr. Costello’sprior responsibilities at Boston Capital Corporation have involved themanagement of the Acquisitions Department and the structuring and distributionof conventional and tax credit private placements. Prior to joining BostonCapital Corporation in 1987, he held positions with First Winthrop, ReynoldsSecurities and Bache & Company. Mr. Costello graduated fromStonehill College and received his MBA with honors from Rutgers’ GraduateSchool of Business Administration.

 

**Marc N. Teal,**age 46, has been Chief Financial Officer ofBoston Capital Corporation since May 2003. Mr. Teal previously servedas Senior Vice President and Director of Accounting and prior to that served asVice President of Partnership Accounting. He has been with Boston CapitalCorporation since 1990. In his current role as CFO he oversees all of theaccounting, financial reporting, SEC reporting, budgeting, audit, tax andcompliance for Boston Capital Corporation, its affiliated entities and allBoston Capital Corporation sponsored programs. Additionally, Mr. Teal is responsiblefor maintaining all banking and borrowing relationships of Boston CapitalCorporation and treasury management of all working capital reserves.  He also oversees Boston Capital Corporation’sinformation and technology areas, including the strategic strategic planningfor Boston Capital Corporation and its affiliaties.  Prior to joining Boston Capital Corporationin 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot &Forbes, a multifaceted real estate company, and prior to that was a SeniorAccountant for Liberty Real Estate Corp. He received a Bachelor of ScienceAccountancy from Bentley College and a Masters in Finance from SuffolkUniversity.

 

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| (f)               | Involvement in certain legal proceedings.                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|              | None.                                                                                                                                                                                                                                                                                                                                                                                                                             |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (g)               | Promoters  and control persons.                                                                                                                                                                                                                                                                                                                                                                                                   |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|              | None.                                                                                                                                                                                                                                                                                                                                                                                                                             |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (h) and  (i) | The  Partnership has no directors or executive officers and accordingly has no  audit committee and no audit committee financial expert.  The Partnership is not a listed issuer as  defined in Regulation 10A-3 promulgated under the Securities Exchange Act of  1934.                                                                                                                                                     |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|              | The  General Partner of the Partnership, Boston Capital Associates LP, has adopted  a Code of Ethics which applies to the Principal Executive Officer and  Principal Financial Officer of C&M Management, Inc.  The Code of Ethics will be provided without  charge to any person who requests it.  Such  request should be directed to, Marc N. Teal Boston Capital Corp. One Boston  Place Boston, MA 02108. |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Item 11.          | Executive  Compensation                                                                                                                                                                                                                                                                                                                                                                                                           |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|              | (a),  (b), (c), (d) and (e)                                                                                                                                                                                                                                                                                                                                                                                                  |

 

The Partnership has no officers or directors and nocompensation committee.  However, underthe terms of the Amended and Restated Agreement and Certificate of LimitedPartnership of the Partnership, the Partnership has paid or accrued obligationsto the general partner and its affiliates for the following fees during the2010 fiscal year:

 

1. An annual partnership management fee based on .5percent of the aggregate cost of all apartment complexes acquired by theOperating Partnerships, less the amount of certain partnership management andreporting fees paid or payable by the Operating Partnerships, has been accruedas payable to Boston Capital Asset Management Limited Partnership.  The annual partnership management fee accruedduring the year ended March 31, 2010 was $1,119,566. The annualpartnership management fee paid during the year ended March 31, 2010 was$3,030,000.  Accrued fees are payablewithout interest as sufficient funds become available.

 

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2. The Partnership has reimbursed or accrued to anaffiliate of the general partner a total of $74,853 for amounts charged tooperations during the year ended March 31, 2010. The reimbursementincludes, but may not be limited to, postage, printing, travel, and overheadallocations.

 

3.The Partnership recorded as payable to affiliates of the general partner atotal of $0 for amounts advanced to the Partnership to enable it to makeadvances to the Operating Partnerships. During the year ended March 31,2010, $41,453 from Series 7, $99,461 from Series 11, and $172,658from Series 14 were paid to an affiliate of the general partner.  The remaining of $173,840 from Series 7has been forgiven. The general partner has recorded this amount as a capitalcontribution.

 

Item 12.                              SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

 

(a)                                 Securityownership of certain beneficial owners.

 

Asof March 31, 2010, 18,678,688 BACs had been issued.  The following Series are known to haveone investor with holdings in excess of 5% of the total outstanding BACs in theseries.

 

1.               Everest Housing

199South Los Robles Ave., Suite 200

Pasadena,CA 91101

 
| **Series**     | ** ** | **% of BACs held** | ** ** |
|----------------|------------|--------------------|------------|
| Series 12 |       | 8.92               | %          |
| Series 14 |       | 7.19               | %          |

 

(b)                                 Security ownership of management.

 

The general partner has a 1% interest in allprofits, losses, credits and distributions of the Partnership.  The Partnership’s response to Item 12(a) isincorporated herein by reference.

 

(c)                                  Changes in control.

 

There exists no arrangement known to thePartnership the operation of which may at a subsequent date result in a changein control of the Partnership.  There isa provision in the Partnership’s Partnership Agreement which allows, undercertain circumstances, the ability to change control.

 

The Partnership has no compensation plans underwhich interests in the Fund are authorized for issuance.

 

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Item 13.                               CertainRelationships and Related Transactions and Director Independence

 

(a)          Transactionswith related persons

 

The Partnership has no officers ordirectors.  However, under the terms ofthe Offering, various kinds of compensation and fees are payable to the generalpartner and its affiliates during the organization and operation of thePartnership.  Additionally, the generalpartner will receive distributions from the Partnership if there is cash availablefor distribution or residual proceeds as defined in the PartnershipAgreement.  The amounts and kinds ofcompensation and fees are described in the Prospectus under the caption “Compensationand Fees”, which is incorporated herein by reference.  See Note B of Notes to Financial Statementsin Item 15 of this Annual Report on Form 10-K for amounts accrued or paidto the general partner and its affiliates during the period from April 1,1995 through March 31, 2010.

** **

(b)         Review,Approval or Ratification of transactions with related persons.

 

The Partnership response to Item 13(a) isincorporated herein by reference.

 

(c)          Promoters andcertain control persons.

 

Not applicable.

 

(d)         Independence.

 

The Partnership has no directors.

 

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Item 14.                             PrincipalAccounting Fees and Services

Feespaid to the Partnership’s independent auditors for fiscal year 2010 werecomprised of the following:

 
| **Fee  Type**      | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser.10** | ** ** | **Ser.11** | ** ** | **Ser.12** | ** ** | **Ser.14** | ** ** |
|--------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Audit Fees         |       | $          | 6,816      |       | $          | 18,026     |       | $          | 14,526     |       | $          | 15,576     |       | $ | 18,376 |   | $ | 33,078 |   |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Audit Related Fees |       | —     |       | —     |       | 250        |       | 500        |       | —     |       | 1,000      |       |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Tax Fees           |       | 2,955      |       | 8,655      |       | 6,945      |       | 7,325      |       | 8,655      |       | 16,635     |       |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| All Other Fees     |       | —     |       | —     |       | —     |       | —     |       | —     |       | —     |       |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Total              |       | $          | 9,771      |       | $          | 26,681     |       | $          | 21,721     |       | $          | 23,401     |       | $ | 27,031 |   | $ | 50,713 |   |

 

Feespaid to the Partnership’s independent auditors for fiscal year 2009 werecomprised of the following:

 
| **Fee  Type**      | ** ** | **Ser. 7** | ** ** | **Ser. 9** | ** ** | **Ser.10** | ** ** | **Ser.11** | ** ** | **Ser.12** | ** ** | **Ser.14** | ** ** |
|--------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Audit Fees         |       | $          | 11,133     |       | $          | 23,163     |       | $          | 21,543     |       | $          | 22,083     |       | $ | 25,483 |   | $ | 47,003 |   |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Audit Related Fees |       | —     |       | —     |       | 250        |       | 500        |       | —     |       | 1,000      |       |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Tax Fees           |       | 3,936      |       | 10,965     |       | 9,599      |       | 9,818      |       | 11,382     |       | 21,097     |       |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| All Other Fees     |       | 600        |       | 600        |       | 600        |       | 2,100      |       | 2,600      |       | 600        |       |
|               |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Total              |       | $          | 15,669     |       | $          | 34,728     |       | $          | 31,992     |       | $          | 34,501     |       | $ | 39,465 |   | $ | 69,700 |   |

 

AuditCommittee

 

ThePartnership has no Audit Committee.  Allaudit services and any permitted non-audit services performed by thePartnership’s independent auditors are pre-approved by C&M Management, Inc.

 

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PART IV

 
| Item 15.                                            | Exhibits  and Financial Statement Schedules                                                                                                                                                        |
|-----------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                |                                                                                                                                                                                               |
|      (a) 1.           | Financial  Statements - Filed herein as Exhibit 13                                                                                                                                            |
|                                                |                                                                                                                                                                                               |
|                                                | Balance Sheets, March 31, 2010 and 2009                                                                                                                                                       |
|                                                |                                                                                                                                                                                               |
|                                                | Statement of Operations, Years ended March 31,  2010, and 2009                                                                                                                                |
|                                                |                                                                                                                                                                                               |
|                                                | Statements of Changes in Partners’ Capital, Years  ended March 31, 2010, and 2009                                                                                                        |
|                                                |                                                                                                                                                                                               |
|                                                | Statements of Cash Flows, Years ended March 31,  2010, and 2009                                                                                                                               |
|                                                |                                                                                                                                                                                               |
|                                                | Notes  to Financial Statements, March 31, 2010, and 2009                                                                                                                                      |
|                                                |                                                                                                                                                                                               |
|     (a) 2.                 | Financial  Statement Schedules                                                                                                                                                                     |
|                                                |                                                                                                                                                                                               |
|                                                | Schedules  not listed are omitted because of the absence of the conditions under which  they are required or because the information is included in the financial  statements or the notes hereto. |
|                                                |                                                                                                                                                                                               |
|         (b) | 1.Exhibits  (listed according to the number assigned in the table in Item 601 of Regulation  S-K)                                                                                                  |
|                                                |                                                                                                                                                                                               |
|                                                |                                                                                                                                                                                               | Exhibit No. 3 - Organization Documents. |
|                                                |                                                                                                                                                                                               | a. | Certificate of Limited Partnership of Boston Capital  Tax Credit Fund II Limited Partnership.   (Incorporated by reference from Exhibit 3 to the Partnership’s  Registration Statement No. 33-30145 on Form S-11 as filed with the  Securities and Exchange Commission on October 25, 1989.) |

 

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|   |   | Exhibit No. 4 - Instruments defining the  rights of security holders, including indentures. |
|--------|--------|-------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                  |   |
|   |   | a.                                                                                                    | Agreement of Limited Partnership of Boston Capital Tax  Credit Fund II Limited Partnership.   (Incorporated by reference from Exhibit 4 to the Partnership’s  Registration Statement No. 33-30145 on Form S-11 as filed with the  Securities and Exchange Commission on October 25, 1989.) |
|   |   |                                                                                                  |   |
|   |   | Exhibit No. 10 - Material contracts.                                                        |
|   |   |                                                                                                  |   |
|   |   | a.                                                                                                    | Beneficial Assignee Certificate.  (Incorporated by reference from Exhibit 10A  to the Partnership’s Registration Statement No. 33-30145 on Form S-11  as filed with the Securities and Exchange Commission on October 25,  1989.) |
|   |   |                                                                                                  |   |
|   |   | Exhibit No. 13 - Financial Statements                                                       |
|   |   |                                                                                                  |   |
|   |   | a.                                                                                                    | Financial Statement of Boston Capital Tax Credit Fund  II Limited Partnership, filed herein |
|   |   |                                                                                                  |   |
|   |   | Exhibit No. 23  - Consents of experts and counsel.                                          |
|   |   |                                                                                                  |   |
|   |   | a.                                                                                                    | Independent Auditor’s Reports for Operating Partnerships, filed  herein |
|   |   |                                                                                                  |   |
|   |   | Exhibit No. 31  Certification 302                                                           |
|   |   |                                                                                                  |   |
|   |   | a.                                                                                                    | Certification  pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |   |                                                                                                  |   |
|   |   | b.                                                                                                    | Certification  pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |   |                                                                                                  |   |
|   |   | Exhibit No. 32  Certification 906                                                           |
|   |   |                                                                                                  |   |
|   |   | a.                                                                                                    | Certification  pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed herein |
|   |   |                                                                                                  |   |
|   |   | b.                                                                                                    | Certification  pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, filed herein |

 

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SIGNATURES

 

Pursuantto the requirements of Section 13 of the Securities Exchange Act of 1934,the Partnership has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                | Boston Capital Tax Credit Fund II Limited Partnership |
|---------------------|-------------------------------------------------------|
|                | By:                                                   | Boston  Capital Associates II L.P. |
|                |                                                  | General  Partner |
|                |                                                  |   |
|                | By:                                                   | BCA  Associates Limited Partnership, |
|                |                                                  | General  Partner |
|                |                                                  |   |
|                | By:                                                   | C&M  Management Inc., |
| Date:               |                                                  | General  Partner |
|                |                                                  |   |
| June 29,  2010 | By:                                                   | /s/  John P. Manning |
|                |                                                  | John  P. Manning |

 

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Partnership and inthe capacities and on the dates indicated:

 
| **DATE:**          | ** ** | **SIGNATURE:**      | ** ** | **TITLE:**                                                                                                                                                                                  |
|--------------------|------------|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |       |                |       |                                                                                                                                                                                        |
| June 29, 2010 |       | /s/ John P. Manning |       | Director, President (Principal  Executive Officer) C&M Management Inc.; Director, President (Principal Executive  Officer) BCTC II Assignor Corp.                                       |
|               |       | John P. Manning     |       |
|               |       |                |       |
|               |       |                |       |
|               |       |                |       |                                                                                                                                                                                        |
| June 29, 2010 |       | /s/ Marc N. Teal    |       | Chief Financial Officer (Principal  Financial and Accounting Officer),C&M Management Inc.; Chief Financial  Officer (Principal Financial and Accounting Officer) BCTC II Assignor Corp. |
|               |       | Marc N. Teal        |       |
|               |       |                |       |
|               |       |                |       |
|               |       |                |       |

 

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